Ms. Najla Guthrie reports

WELLBEING DIGITAL ENTERS INTO SHARE PURCHASE AGREEMENT WITH CARDINAL GROUP

Wellbeing Digital Sciences Inc. has entered into a share purchase agreement, dated June 7, 2023, with Cardinal Group Inc. (the purchaser), pursuant to which it proposes to assign to the purchaser all of the outstanding share capital of its wholly owned subsidiary, KGK Science Inc.

In consideration for the acquisition of KGK, the purchaser has agreed to pay $2-million, from which they advanced a non-refundable deposit of $200,000 upon signing of the purchase agreement. Further deposits can be advanced at the discretion of the purchaser, subject to the approval of the company, prior to completion of the transaction.

The company and KGK are at arms-length from the purchaser, and no finders' fees or commissions are payable by the company in connection with the entering into of the purchase agreement. Completion of the transaction is subject to a number of conditions, including receipt of all necessary shareholder and regulatory approvals, as well as completion of customary closing deliverables. During the period between the signing of the agreement and the closing of the transaction, Wellbeing will continue to operate the business in accordance with customary interim operating covenants.

The transaction represents a disposition of substantially all of the operating assets of the company and, as a result, is subject to the approval of the shareholders of the company. Approval of the shareholders will be sought at a special meeting to be convened shortly. Further details regarding the transaction will be made available to shareholders in a management information circular to be prepared in connection with the meeting.

About KGK Science Inc.

A subsidiary of Wellbeing Digital Sciences, KGK is a leading North American contract research organization based in London, Ont., that primarily provides high-quality clinical research trials with a focus on nutraceutical and emerging health care products. Founded in 1997, the business has successfully helped hundreds of companies with custom-designed clinical trials and claim substantiation strategies to move products into global markets. KGK's other existing service lines include expert regulatory support and compliance solutions, participant recruitment, research support services and consulting services. Furthermore, the company has produced over 150 publications, executed over 400 clinical trials across more than 40 indications, amassed 25,000 participants in its database and collected 10 million data points.

About Wellbeing Digital Sciences Inc.

Wellbeing Digital Sciences is an evidence-based mental health care company focused on the development and implementation of innovative clinical treatment solutions, including psychedelic medicine and digital therapeutics, as supported by clinical research. Its mission is supported by a network of North American clinics that provide forward-thinking therapies and other types of treatment to patients as well as through a contract research organization that offers clinical trials services to clients pursuing drug development.

We seek Safe Harbor.