Core One Labs Acquires New Path Laboratories

December 23, 2021

Vancouver, British Columbia, Canada – December 23, 2021 – Core One Labs Inc. (CSE: COOL), (OTC: CLABF), (Frankfurt: LD6, WKN: A3CSSU) (the “Company” or “Core One”) is a research and development company focused on bringing psychedelic medicines to market through the development and production of API grade psychedelic compounds, the advancement of psychedelic assisted treatments, and the integration of novel delivery system technology. The Company is pleased to announce it has completed the acquisition (the “Transaction”) of all of the outstanding share capital of New Path Laboratories Inc. (“New Path”).

Based in British Columbia, New Path is dedicated to the development and licencing of natural health products and dietary supplements incorporating functional mushrooms to help support every day biological functions in the maintenance of good health. New Path’s vertical integration model will allow it to grow, develop, and distribute its natural health products and dietary supplements from spore to sale. New Path’s equipment and infrastructure along with its proprietary mycelium process allow for the low-cost production of its products.

New Path currently has two retail components, Nue Mindset and Forest Garden Mushrooms, both of which specialize in functional, non-psychedelic, mushroom products. Nue Mindset, which is currently awaiting Health Canada’s Natural Health Product Number approval, produces a Lion’s Mane mushroom powder infused with Vitamin B3, to assist in improving cognitive function. The Lion’s Mane mix has received pre-orders from both local and online retail outlets. Concurrently, Forest Garden produces an immune boosting capsule line made from Chaga, Cordyceps, Reishi, Maitake and Lion’s Mane mushrooms. New Path also manufactures a simple to use and easy to distribute Lion’s Mane mushroom grow kit. Forest Garden plans to sell its products through Nue Mindset’s already established retail channels.

Medicinal mushrooms are ranked as a Top 10 Food Trend by Whole Foods. They have been used as a health aid, mainly in eastern medicine, for over 2000 years. At present, functional mushrooms such as Chaga, Lion’s Mane, Reishi, Maitake, Cordyceps and Turkey Tail are quickly becoming the latest superfood trend. Mushrooms act as antibacterial immune system enhancers and help to improve brain health and increase cognitive abilities. Functional mushrooms contain important bioactive compounds and can even help to lower cholesterol. Importantly, animal studies have also suggested that compounds in the functional mushroom Chaga have shown to selectively kill cancer cells and help stimulate the immune system. These benefits along with proactive health care and plant-based lifestyle changes suggest that it can be expected that North America will witness significant growth in the functional mushroom market.

Joel Shacker, CEO of the Company stated, “This acquisition further extends the Company’s presence in the functional mushrooms space and also will allow the Company to generate sales revenue by virtue of adding retail distribution channels to its business model and reach an exponentially growing consumer base.”

Transaction Structure

The Transaction was completed pursuant to a share purchase agreement among the Company, New Path and the shareholders of New Path (the “Definitive Agreement”) dated effective December 22, 2021. Pursuant to the Definitive Agreement, and in consideration for the acquisition of New Path, the Company has issued 5,700,000 common shares (the “Consideration Shares”). The Consideration Shares are subject to a voluntary pooling arrangement during which time the holders are restricted from trading the shares. The Consideration Shares will be released from the arrangement in four equal tranches over a period of nine-months with the first tranche being released upon closing of the Transaction and each subsequent tranche every three months thereafter.

The Company is at arms-length from New Path and its shareholders. The Transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning applicable securities laws and the policies of the Canadian Securities Exchange. In connection with completion of the Transaction, the Company has issued 114,500 common shares to certain third-parties who provided administrative services necessary to complete the Transaction.

About Core One Labs Inc.
Core One is a biotechnology research and technology life science enterprise focused on bringing psychedelic medicines to market through novel delivery systems and psychedelic assisted psychotherapy. Core One has developed a patent-pending thin-film oral strip, which dissolves instantly when placed in the mouth and delivers organic molecules in precise quantities to the bloodstream, maintaining excellent bioavailability. The company intends to further develop and apply the technology to psychedelic compounds, such as psilocybin. Core One also holds an interest in medical clinics which maintain a combined database of over 275,000 patients. Through these clinics, the integration of its intellectual property, research and development related to psychedelic treatments, and novel drug therapies, the company intends to obtain regulatory research approval for the advancement of psychedelic-derived treatments for mental health disorders.
Core One Labs Inc.

Joel Shacker
Chief Executive Officer


Cautionary Disclaimer Statement:

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company’s limited operating history and the need to comply with strict regulatory regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

In addition, psilocybin is currently a Schedule III drug under the Controlled Drugs and Substances Act (Canada) and it is a criminal offence to possess substances under the Controlled Drugs and Substances Act (Canada) without a prescription or authorization. Health Canada has not approved psilocybin as a drug for any indication. Core One does not have any direct or indirect involvement with illegal selling, production, or distribution of psychedelic substances in jurisdictions in which it operates. While Core One believes psychedelic substances can be used to treat certain medical conditions, it does not advocate for the legalization of psychedelics substances for recreational use. Core One does not deal with psychedelic substances, except within laboratory and clinical trial settings conducted within approved regulatory frameworks.