Safe Supply and Origin Therapeutics Announce Signing of Definitive Agreement

Vancouver, British Columbia–(Newsfile Corp. – August 2, 2023) –  Safe Supply Streaming Co. Ltd. (“Safe Supply“) and Origin Therapeutics Holdings Inc. (CSE: ORIG) (“Origin“) are pleased to announce that they have entered into a definitive agreement (the “Definitive Agreement“) to carry out the business combination transaction (the “Transaction“) previously announced by Origin on January 31, 2023, which is expected to result in the listing of the shares (the “Resulting Issuer Shares“) of the issuer that will exist upon completion of the Transaction (the “Resulting Issuer“) on the Canadian Securities Exchange (the “CSE“).

The Definitive Agreement

The Definitive Agreement was executed among Safe Supply, Origin and the Origin Subco Limited, a wholly-owned subsidiary of Origin incorporated under the Canada Business Corporations Act (the “CBCA“). The Definitive Agreement provides for, among other things, the triangular amalgamation pursuant to which: (i) Safe Supply will amalgamate with Origin Subco Limited under the CBCA to form one corporation (“Amalco“); and (ii) the securityholders of Safe Supply will receive Resulting Issuer Shares in exchange for securities of Safe Supply on a one-for-one basis (the “Exchange Ratio“), subject to adjustment for a Consolidation (as defined below), all in the manner contemplated by, and pursuant to, the terms and conditions of the Definitive Agreement.

In connection with the Transaction, among other things, Origin will (i) complete a consolidation of its common shares (the “Origin Shares“) on the basis of one (1) new Origin Share for four (4) old Origin Shares (the “Consolidation“); (ii) continue from the provincial jurisdiction of the Business Corporations Act (British Columbia) to the federal jurisdiction of the Canada Business Corporations Act (the “Continuance“), and concurrently (iii) change its name to “Safe Supply Streaming Co Ltd.”, or such other name as may be agreed (the “Name Change“).

The completion of the Transaction is subject to the following conditions, among others: (i) completion of the Consolidation; (ii) the Name Change; (iii) receipt of all required shareholder, regulatory and third-party consents, including approval of the Transaction by the CSE; and (iv) the listing of the Resulting Issuer Shares on the CSE.

About Safe Supply

Safe Supply is a pharmaceutical streaming / investment company tackling the global safe supply eco-system. Backed by a world class management team with expertise in the narcotics industry, Safe Supply has a portfolio of potential letters of intent for investments across the value chain from narcotics licenses to laboratories to clinics and more. Safe Supply will offer investors a diversified platform to participate in this burgeoning sector and benefit from a portfolio of companies that have been handpicked and vetted by our renowned management team and advisory partners. Our goal is to be the first mover and global champion in this sector with a strong balance sheet to move quickly to establish attractive investments across the value chain.

Learn more at www.safesupplystreaming.com and follow Safe Supply on LinkedIn, Twitter, and Instagram.

About Origin Therapeutics

Origin is an investment issuer that has historically focused on making equity investments in psychedelics-industry-related companies to provide investors with diverse exposure to the sector. On December 8, 2022, Origin announced that its board of directors had initiated a review process to consider, review and evaluate strategic alternatives for Origin.

For Further Information:

Bill Panagiotakopoulos
Chief Executive Officer and Director
Safe Supply Streaming Co. Ltd.
www.safesupplystreaming.com
bill@safesupplystreaming.com

Michael Galego
Interim Chief Executive Officer and Director
Origin Therapeutics Holdings Inc.
www.originpsychedelics.com
info@originpsychedelics.com
(604) 416-4099

Forward-Looking Information and Statements

Certain statements in this news release related to Safe Supply and Origin are forward-looking statements and are prospective in nature, including but not limited to the express or implied statements and assumptions regarding the intention of Origin and Safe Supply to complete the Transaction. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “will” or “continue”, or the negative thereof or similar variations. There are numerous risks and uncertainties that could cause actual results and Origin’s and Safe Supply’s plans and objectives to differ materially from those expressed in the forward-looking information, including but not limited to adverse market conditions and risks inherent in Origin’s and Safe Supply’s respective businesses. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this press release. Except as required by applicable law, Origin and Safe Supply do not intend to update these forward-looking statements. Without limiting the generality of the foregoing, 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 and/or listing statement to be prepared in connection with the Transaction, 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 securities of Origin should be considered highly speculative.

The CSE has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

None of the securities to be issued in connection with the Transaction have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/175867