MPV Exploration Inc. Announces Definitive Agreement for Amalgamation with Entheon Biomedical Corp. and Financing


Ryan Allway

July 4th, 2020

Psychedelics


MPV Exploration Inc. (“MPV” or the “Company”) is pleased
to announce that it has executed a definitive agreement (the “Definitive Agreement”) with
Entheon Biomedical Corp. (“Entheon”), whereby the Company will acquire all of the issued and
outstanding shares of Entheon pursuant to a three-cornered amalgamation in accordance with
Section 269 of the Business Corporations Act (British Columbia) as further detailed below (the
“Transaction”). The Transaction will constitute a “Fundamental Change” of the Company as
defined by Canadian Securities Exchange (“CSE”) policies.


Pursuant to the Definitive Agreement, the Company will complete a consolidation of its issued
and outstanding common shares (the “Consolidation”) on the basis of one post-Consolidation
common share (the “Company Shares”) for every three (3) outstanding common shares in the
capital of the Company. Following the Consolidation, each of the shareholders of Entheon (the
“Entheon Shareholders”) will receive one (1) Company Share in exchange for each share held
in the capital of Entheon (the “Exchange Ratio”) and holders of convertible securities in
Entheon will receive Company Shares, subject to the Exchange Ratio, in lieu of Entheon Shares
that such holder is entitled to receive upon conversion of the Entheon convertible security.
As a condition to the completion of the Transaction, Subco (as defined below) must complete
a private placement financing as detailed below (the “Concurrent Financing”). Upon
completion of the Transaction, the Company will change its name to “Entheon Biomedical
Corp.” or such other similar name as the parties may agree to (the “Name Change”).
Following completion of the Transaction, the Company will be carrying on the business of
Entheon, which will be the research and development of psychedelic drug products for the
purposes of treating addiction and mental health issues. Entheon intends to conduct clinical
trials and submit drug products for regulatory approval in multiple jurisdictions.
The Transaction will be structured as a three-cornered amalgamation in accordance with
Section 269 of the Business Corporations Act (British Columbia) in which Entheon will
amalgamate with 1254912 B.C. Inc., a newly incorporated, wholly-owned subsidiary of the
Company (“Subco”), formed solely for the purpose of conducting the Concurrent Financing
and facilitating the Transaction. Following the Transaction, the amalgamated company will be
a wholly-owned subsidiary of the Company.


Concurrent Financing


In connection with the Transaction, MPV, through Subco, intends to complete a non-brokered
private placement of subscription receipts at a price of C$0.375 (the “Subscription Receipts”)
per Subscription Receipt such that there is at least C$2,000,000 in working capital in the
Company at the closing of the Transaction.


Each Subscription Receipt will be deemed to be exchanged upon satisfaction of the Release
Conditions (as defined below) without payment of any additional consideration, for one unit of
Subco (each a “Unit”). Each Unit will be comprised of one Class A non-voting common share
in the capital of Subco (each, a “Subco Class A Share”) and one-half of one share purchase
warrant of Subco (each whole warrant, a “Subco Warrant”), which entitles the holder thereof
to purchase a Subco Class A Share at a price of C$0.60 for a period of two years from the date
the Subscription Receipts are converted into Units. Entheon, following completion of the
Transaction, will use the net proceeds from the Concurrent Financing to carry out its preclinical
and human proof of concept studies determining safety, tolerability and dose finding specific
to DMT in the treatment of addictive disorders and for general working capital purposes.
The gross proceeds of the Concurrent Financing will be deposited in escrow on the closing
date and shall be released to Subco upon MPV and Entheon having obtained the approval of
the CSE and completion of certain other administrative matters (the “Release Conditions”).
Closing of the Concurrent Financing is subject to negotiation and execution of definitive
documentation and receipt of all regulatory approvals.


About Entheon Biomedical Corp.


Entheon is a biotechnology company committed to the development of safe and effective
psychedelic medicines in order to provide patients with access to evidence-based treatments
for addiction disorders. Entheon’s objective is to address the lack of treatment options
available to those suffering from addiction. Psychedelics have a long history in the treatment
of addictive disorders, and the company is working alongside a growing community of
scientists and medical professionals to dispel and overcome the many misconceptions with
respect to the clinical use of psychedelic medicines.


Entheon is currently investing in research with the aim to develop and commercialize a portfolio
of psychedelic therapeutic products for the treatment of addictive disorders. Initially, Entheon
will utilize DMT, a psychedelic molecule with a long history of safe use in humans, intending to
create the first clinical application of the molecule for addiction disorders.


About MPV Exploration Inc.


MPV Exploration Inc. is a mineral exploration company focused on base metals projects in the
Chibougamau region of Northern Quebec. Its main asset is the UMEX Copper-Zinc project,
which is located approximately 50 kilometers West of the town of Chapais on traditional Eeyou
Istchee Territory and covers a total 7,000 hectares over a length of 16.8 kilometers.
Documented mineralization on the UMEX property consists of volcanic massive sulphides
(VMS) within the Abitibi Greenstone Belt, which is known for its numerous precious metals and
polymetallic deposits.


About the Combined Company


Upon completion of the Transaction, the resulting Company (the “Combined Company”) will
continue to carry on the business of Entheon.


Subject to an Exchange Ratio adjustment, it is expected that upon closing of the Transaction,
the Combined Company will issue from treasury 29,845,805 Company Shares to the Entheon
Shareholders (not including the issuance of Company Shares pursuant to the Concurrent
Financing), and that after such issuances, the Company will have approximately 35,880,976
issued and outstanding Company Shares on a non-diluted, post-Consolidation basis (not
including the issuance of Company Shares pursuant to the Concurrent Financing or the
issuance of Company Shares pursuant to the exercise of outstanding convertible securities).
Based on the foregoing, following completion of the Transaction, the current shareholders of
the Company will hold approximately 16.82% of the outstanding Company Shares and the
Entheon Shareholders will hold approximately 83.18% of the outstanding Company Shares on
a non-diluted, post-Consolidation basis. The Company Shares issuable under the Transaction
will be subject to the escrow requirements of the CSE and hold periods as required by
applicable securities laws.


Completion of the Transaction is subject to a number of closing conditions, including the
completion of the Consolidation, completion of the Name Change, completion of the
Concurrent Financing, and applicable shareholder and regulatory approvals. There can be no
assurance that the proposed Transaction or other transactions described in this news release
will be completed as proposed or at all.


Upon completion of the Transaction the current directors and officers of the Company will be
reconstituted and are expected to be comprised of the following:


Timothy Ko – President, Chief Executive Officer and Director


Ko is the Founder of Entheon and CEO since incorporation in June 2019. Mr. Ko has a broad
background of leading private ventures in the Service Sector, Investor Relations, Retail and
Technology. Most recently he served as Director of Hyperbridge Technology, a company
focused on the development of decentralized technologies that facilitate crowdfunding.
Mr. Ko’s passion for the Entheogen space is shaped by firsthand knowledge of the
shortcomings of the current mental health system and through his exposure to psychedelics
which he credits with saving his life. Following the loss of a loved one to a decades’ long fight
with mental health and addictions, and through his personal experiences, Timothy was
delighted to commit himself to the lifesaving potential of this new frontier of medicine.


Brandon Schwabe, CPA, CGA – Chief Financial Officer


Brandon Schwabe, CPA, CGA has extensive professional experience in finance and
accounting. He draws from over a decade working with private enterprises across the real
estate and construction sector. Mr. Schwabe understands projects of all sizes and the unique
challenges they face throughout their lifecycle. Mr. Schwabe works closely with senior
management to assist in the development and support of strategic plans, budgets, cash
management, financial reporting, and compliance.


Mr. Schwabe is a Chartered Professional Accountant (CPA, CGA) who qualified in 2016. He
also holds a Bachelor of Technology in Accounting degree with distinction from the British
Columbia Institute of Technology and has completed the Canadian Securities Course (CSC)
from the Canadian Securities Institute.

Dr. Andrew Peter Hegle – Chief Science Officer and Director


Dr. Hegle has been an adjunct professor of Pharmacology at the University of British Columbia
since 2015. He has a background in molecular biology and biochemistry and has published
research investigating the role of membrane receptor proteins in physiology, behavior and
disease. Dr. Hegle’s main professional focus has been in the creation and management of
laboratory operations. To that end, Dr. Hegle has held executive and operational management
positions at several biotechnology companies, and was a cofounder of both Cannevert
Therapeutics and Canalytic Laboratories in Vancouver. Dr. Hegle has a long-held interest in the
therapeutic potential of psychedelic medicine and is delighted to commit himself to furthering
this field.


Kelly Pladson – Corporate Secretary


Ms. Kelly Pladson is the current Corporate Secretary of Entheon. Ms. Pladson has provided
corporate governance and regulatory compliance services to many TSX Venture Exchange and
Canadian Securities Exchange listed companies since 2009. She works closely with Entheon’s
officers, directors and legal counsel in maintaining corporate records and ensuring Entheon’s
filings with the securities commissions and exchanges are accurately filed and in accordance
with their deadlines.


Dr. Christopher Gondi, Ph.D., M.Sc. – Director


Dr. Gondi is a Research Assistant Professor – Departments of Medicine, Surgery and Pathology
at the University of Illinois College of Medicine Peoria. Dr. Gondi is a professor of cancer biology
and has extensive experience dealing with brain tumors and pancreatic cancer, for which the
survival rates are very low. His passion for psychedelics is bred of his duty of care for patients
during and after treatment of their cancer, whether the treatments fail or succeed. Knowing
firsthand the difficulty many face as they approach the end of their lives, Dr. Gondi seeks to
explore the therapeutic benefits of psilocybin and drugs like it in helping patients reconcile their
views and prepare for whatever exists beyond life. He also sees the transformative potential of
these drugs in positively affecting the lives of those suffering from substance use disorders.
Entheon will appoint at least two further nominees to the board of the Combined Company and
will disclose the name of such nominee when available.

Listing Statement and Caution


Further details about the Transaction and the Combined Company will be provided in a listing
statement of the Company to be prepared and filed in respect of the Transaction. Investors
are cautioned that, except as disclosed in the listing statement, any information released or
received with respect to the Transaction may not be accurate or complete and should not be
relied upon.

Trading in the Company Shares


Trading in the common shares of the Company will be halted as a result of this announcement.
Trading in the common shares will remain halted pending the review of the proposed
Transaction by the CSE. There can be no assurance that trading in the common shares will
resume prior to the completion of the Transaction.

For more information, please contact the Company or Entheon at:


MPV Exploration Inc.
Jean-Francois Perras, President and CEO
(514) 667-7171
Entheon Biomedical Corp.
Timothy Ko, President and CEO
[email protected]
(604) 562-3932


Forward Looking Information


This news release contains forward‐looking statements and forward‐looking information within
the meaning of applicable securities laws. These statements relate to future events or future
performance. All statements other than statements of historical fact may be forward‐looking
statements or information. More particularly and without limitation, this news release contains
forward‐looking statements and information relating to the closing of the Transaction, the
conditions to completing the Transaction, completion and terms of the Concurrent Financing,
timing and receipt of regulatory, shareholder and exchange approvals, future plans and business
objectives of the Combined Company and other matters. The forward‐looking statements and
information are based on certain key expectations and assumptions made by management of
the Company. As a result, there can be no assurance that the proposed Transaction or related
matters will be completed as proposed or at all. Although management of the Company believes
that the expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on the forward‐
looking statements and information since no assurance can be given that they will prove to be
correct.


Forward-looking statements and information are provided for the purpose of providing
information about the current expectations and plans of management of the Company relating
to the future. Readers are cautioned that reliance on such statements and information may not
be appropriate for other purposes, such as making investment decisions. Since forward‐looking
statements and information address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not limited to, the
Company’s ability to continue operations if the Transaction is not completed, the Company’s
ability to raise further capital upon terms acceptable to the Company or at all, the Company’s
ability to complete the Concurrent Financing, the Company’s ability to obtain regulatory,
shareholder and exchange approvals, and the Company’s ability to complete the Transaction
as currently proposed or at all. Accordingly, readers should not place undue reliance on the
forward‐looking statements and information contained in this news release. Readers are
cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements
and information contained in this news release are made as of the date hereof and no
undertaking is given to update publicly or revise any forward‐looking statements or information,
whether as a result of new information, future events or otherwise, unless so required by
applicable securities laws. The forward-looking statements or information contained in this news
release are expressly qualified by this cautionary statement.


Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Canadian Securities Exchange) accepts responsibility for the
adequacy or accuracy of this release.

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Ryan Allway

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.


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