Semorex, Inc.

Strategic acquisition by GreenStar to add innovative company focused on the development of effective therapeutics using psychedelic medicine Vancouver, British Columbia--(Newsfile Corp. - June 16, 2020) - GreenStar Biosciences Corp. (CSE: GSTR) (OTC Pink: GTSIF) ("GreenStar" or the "Company"), is pleased to announce that it has signed a non-binding letter of intent dated June 12, 2020 (the "Agreement") to acquire 100% of Eleusian Biosciences Corp. ("Eleusian") (the "Transaction") through the issuance of common shares of GreenStar. Transaction Highlights: Eleusian is a private Toronto-based company focused on the development of medical devices and therapeutics for specific diseases. It has filed two provisional patent applications, one for a nasal mist transducer medical device and a second for a combination therapy of psilocybin (the active ingredient of psychedelic mushrooms) and N-Acetylcysteine ("NAC"). It is collaborating with a multidisciplinary team of scientists and physicians at the Miller School of Medicine at the University of Miami to develop effective therapeutics for the treatment of mild traumatic brain injury/concussion ("mTBI") with post-traumatic stress disorder ("PTSD"), or PTSD alone, using psilocybin and NAC. NAC has been shown to be safe and efficacious in a phase I human clinical study treating military personnel who had suffered mTBI. The initial research focus is to demonstrate the efficacy of the combination of psilocybin and NAC in the treatment of mTBI with PTSD in established rodent models. The research team at the Miller School of Medicine has a license from the United States Drug Enforcement Administration to conduct research using Schedule I controlled substances, which include psilocybin. Eleusian is currently in the process of seeking strategic partners to build the prototype of its nasal mist transducer. It expects to test the prototype in collaboration with the Miller School of Medicine using its combination therapy. It is also exploring other areas of the health and wellness space in which it may be able to provide potential consumer products that will help with brain health and mental wellness. The Eleusian management team includes seasoned capital markets and life sciences executives. CEO and Director, Jonathan Gilbert, had a successful prior exit in the psychedelic space, was the CEO of Scythian Biosciences, Inc., a publicly traded research and development company focusing on the prevention and treatment of concussions and traumatic brain injury using a proprietary cannabinoid combination, as well as experience in strategic investments and partnerships related to the cultivation, distribution and retail sale of legal cannabis. Maghsoud Dariani, Chief Science Officer, brings years of expertise with life sciences companies. He is currently also President and CEO of Semorex Inc., a privately held company focused on the discovery and development of novel therapeutics for cancer. Prior to joining Semorex, Mr. Dariani was President of Focus Pharmaceuticals, Inc., where he managed the development and approval of drug products, achieving one FDA approval and bringing another to the clinical evaluation stage, then successfully negotiated the sale of the company in February 2003. Prior to Focus, Mr. Dariani was Vice President of the chiral pharmaceutical business unit at Celgene Corporation. During his twelve years at Celgene, Mr. Dariani was responsible for the successful development and FDA approval of the chirally pure versions of Ritalin, which are currently marketed by Novartis under the Focalin and Focalin XR trade names. Pursuant to the Agreement, the Company will issue Eleusian shareholders total consideration of up to $3,000,000, through the issuance of 60,000,000 common shares of GreenStar (each, a "GreenStar Share") at a deemed price of $0.05 per share, and will issue an aggregate of 250,109 stock options to certain Eleusian personnel. All GreenStar Shares to be issued will be subject to voluntary pooling arrangements, pursuant to which 25% of the GreenStar Shares will be released on the closing date of the Transaction and further 25% releases will occur every three months thereafter. The Company will issue a finder's fee of 5%, to be settled by the issuance of 3,000,000 GreenStar Shares, to an arms-length finder as part of the Transaction. In addition to Mr. Dariani joining GreenStar as its Chief Scientific Officer, Eleusian will have the right to appoint one nominee to the GreenStar board of directors. The Transaction is subject to a number of conditions, including but not limited to, final due diligence by the parties, execution of a definitive acquisition agreement (the "Definitive Agreement"), which shall supersede the Agreement, and receipt of applicable corporate and regulatory approvals. There can be no assurance that the Transaction will be completed as proposed herein or at all. "We are excited by this new partnership with GreenStar. Our goal at Eleusian has been to create a best in class management and scientific team, develop our IP portfolio, and develop our medical devices and therapeutics to treat certain brain diseases and promote mental wellness," said Jonathan Gilbert, CEO of Eleusian. "The research and use of psychedelic mushrooms, specifically psilocybin, for the treatment of brain injury, has been gaining significant traction and support recently. With our in-house expertise and collaboration partners at the Miller School of Medicine, we believe our development efforts can result in a groundbreaking treatment for mTBI with PTSD or PTSD alone." "This is an important transaction for both Eleusian and GreenStar. Eleusian has proven competence in the life sciences market, with its team that encompasses not only R&D and scientific expertise, but also significant capital markets expertise and a successful history of strategic acquisitions and partnership transactions. Mr. Dariani's experience with developing, obtaining FDA approval for, and commercializing drug products will be instrumental as GreenStar progresses with its development efforts," said Thomas Baird, GreenStar CEO. "In our ongoing review of potential acquisitions, Eleusian instantly struck us as a unique opportunity in the growing and exciting emerging psychedelics market. We fully support this acquisition and are enormously excited by this opportunity as we enter our next phase of growth and add to our portfolio companies." The key assets that will indirectly be acquired through the acquisition of Eleusian under the Transaction are: To date, Eleusian has earned no revenue, and has incurred limited operating costs, as all research and development related to the provisional patents has been internally generated. About GreenStar GreenStar is a growth-oriented technology and services company that provides real estate, financial, management, IP and branding support to licensed cannabis businesses in the United States. The Company operates a growing portfolio of tenant partner companies in the United States. GreenStar applies refined strategies tested in the Washington State market to help partner companies reach their full potential. Based in Vancouver, BC, GreenStar intends to facilitate growth through acquisitions and development of additional assets, products and technologies in legal cannabis markets by leveraging its capital markets, branding and operational expertise. About Eleusian Eleusian Biosciences Corp., a Toronto based company, is focused on development of therapeutics for multiple pathological psychological diseases based on psilocybin plus N-Acetylcysteine (NAC) compounds. Eleusian is collaborating with a multidisciplinary team of scientists and physicians at the Miller School of Medicine at the University of Miami to develop effective therapeutics for the treatment of mTBI (mild traumatic brain injury/concussion) with PTSD or PTSD alone based on Psilocybin (the active ingredient of psychedelic mushrooms) and NAC. NAC has been shown to have efficacy in treating mTBI, particularly in reducing neuronal losses and also reducing impaired cognitive and neurological symptoms after injury to head. For more information, visit the company's website at www.eleusian.bio.