Dr. Patrick Gray reports

PASCAL BIOSCIENCES FORMAL AGREEMENT TO ACQUIRE THC ESSENTIALS

On Dec. 6, 2022, Pascal Biosciences Inc. declared a reorganization, which included shares for debt, a private placement, the arm's-length acquisition of the assets of THC Essentials, a name change and consolidation on the basis of one new share for five old shares, and a new board of directors and chief executive officer. The reorganization now also includes delisting from the TSX Venture Exchange and listing its common shares on the Canadian Securities Exchange.

The company has now signed an asset purchase agreement (APA) dated Feb. 10, 2023, with SoRSE Technologies Corp. to acquire from SoRSE the assets comprising THC Essentials. The purchase price is cash and shares:

• $1,125,000 (U.S.), $625,000 (U.S.) of which is payable at closing of the transaction and $500,000 (U.S.) is payable 12 months from the closing date. The $500,000 (U.S.) bears interest at 7.5 per cent, payable 13 months from the closing date.
• SoRSE will be issued 3,555,000 consolidated shares, equal to 9.9 per cent of the issued shares on closing, at a deemed price of 10 cents per share. The number of shares may vary if there is an adjustment in the proposed financing of up to 18 million units.

The company is required to have its shares listed on the CSE on the closing date of March 31, 2023. The company will sign a promissory note and a security agreement, which secures the company's assets until the $500,000 (U.S.), plus interest of 7.5 per cent, is paid. In the event shares are issued at a price of less than five cents per share in the first year following closing, the company will issue shares to SoRSE in an amount to provide SoRSE a 9.9-per-cent shareholding in the issued shares.

The parties have agreed to certain exclusivity of the SoRSE THC emulsion for the product, Major, in certain markets, a supply agreement for pricing, a three-year non-compete clause in the THC finished good markets, and Pascal is to use the SoRSE THC emulsion exclusively for three years.

The products available for license by THC Essentials can be seen at the THC Essentials website.

Delisting and listing on the CSE

The company has filed an application letter to list on the CSE and paid the initial non-refundable list fee of $5,000 plus GST. Delisting from the TSX-V is subject to shareholder approval (approval of a majority of the minority), TSX-V acceptance and receiving a conditional listing letter from the CSE.

Completion of the transactions disclosed in this press release are subject to a number of conditions, including but not limited to: exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Pascal Biosciences should be considered highly speculative.

About Pascal Biosciences Inc.

The company has ceased investment in its biotechnology assets and closed its research lab.

We seek Safe Harbor.