Mr. Nicholas Kadysh reports

PHARMALA ANNOUNCES PRIVATE PLACEMENT AND CONCURRENT DEBT SETTLEMENT

Pharmala Biotech Holdings Inc. intends to complete a non-brokered private placement offering of units of the company at a price of 18 cents per unit for aggregate gross proceeds of up to $750,000. It is anticipated that the offering will be financed solely by a small group of long-term shareholders, known to the company, who have expressed commitments.

Each unit shall consist of one common share in the share capital of the company and one-half of one common share purchase warrant of the company. Each whole warrant will entitle the holder thereof to acquire one additional common share at a price of 27 cents per additional share at any time prior to 4:30 p.m. (Toronto time) on the date that is 36 months following the closing date, provided that, if the closing price of the common shares on the Canadian Securities Exchange (CSE) is 38 cents or greater per common share for a period of 10 consecutive trading days at any time after the completion of the offering, the company may accelerate the warrant term, in compliance with the policies of the CSE, such that the warrants shall expire on the date which is 30 days following the date a press release is issued by the company announcing the reduced warrant term in accordance with the terms and conditions of the certificate representing such warrants.

The company intends to use the net proceeds of the offering for the securing of global patent rights for its portfolio of novel intellectual property assets, manufacture of products for sale, clinical trails into the company's novel patented drug candidates, sales, general corporate and working capital purposes.

The units will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. Directors and officers of the company may acquire securities under the offering, which will be considered a related-party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The company may pay finder's fees to eligible finders in connection with the offering, subject to compliance with applicable securities laws and CSE policies.

All securities proposed to be issued in connection with the offering will be subject to a statutory hold period of four months and one day from the date of issuance. The offering is expected to close on or about April 18, 2024, subject to customary closing conditions and compliance with CSE policies.

Debt settlement

The company also announces that the company intends to settle debt in the aggregate amount of $108,000 owing to Aaron Logan, a consultant of the company who advises the company on intellectual property and commercialization matters. Mr. Logan's work was critical in Pharmala's negotiation for the establishment of Cortexa Pty. Ltd., the company's joint venture with Australian-based Vitura Health Ltd. Mr. Logan is an entrepreneur with more than 660 patents to his name and a 2023 Avenue Magazine Calgary Top 40 under 40 recipient. Pursuant to the terms of the debt settlement, the company plans to issue Mr. Logan 600,000 common shares at a deemed price of 18 cents per common share. None of the debt includes payment for investor relations activities (as such term is defined in the polices of the CSE). Mr. Logan will remain in an advisory capacity for the company.

The common shares proposed to be issued in connection with the debt settlement will be subject to a statutory hold period of four months and one day from the date of issuance. The debt settlement is expected to close on or about April 18, 2024, subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of all applicable regulatory approvals, as applicable, including compliance with the policies of the CSE.

About Pharmala Biotech Holdings Inc.

Pharmala Biotech Holdings is a biotechnology company focused on the research, development and manufacturing of MDXX-class molecules, including MDMA (3,4-methylenedioxy-N-methamphetamine). Pharmala was founded with a dual focus: alleviating the global backlog of generic, clinical-grade MDMA to enable clinical trials as well as commercial sales in selected jurisdictions, and to develop novel drugs in the same class. Pharmala is the only company currently provisioning clinical-grade MDMA for patient treatments outside of clinical trials. Pharmala's research and development unit has completed proof-of-concept research into several intellectual property families, including ALA-002, its lead drug candidate. Pharmala is a regulatory first organization, formed under the principle that true success in the psychedelics industry will only be achieved through excellent relationships with regulators.

We seek Safe Harbor.