Leading Psychedelic Wellness Company Delic (OTC: DELCF) Signs Definitive Agreement to Acquire Ketamine Infusion Centers Llc, Bringing Physical Retail Chain to Delic Portfolio

Acquisition to Expand Self-Sustaining Ecosystem with Existing Education Platform and Product Development Lab

VANCOUVER, BCJune 8, 2021 / – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), the leading psychedelic wellness platform has signed a definitive agreement (the “Agreement“) to acquire Ketamine Infusion Centers LLC (“KIC“). KIC is a limited liability corporation formed under the laws of Arizona, which owns and operates two ketamine infusion treatment clinics, one in Phoenix, Arizona and the other in Bakersfield, California (the “Transaction“). Supported by clinical trials and peer reviewed studies, ketamine infusions have emerged as a promising treatment option for chronic diseases and pain disorders. The successful completion of the transaction will bring a physical retail footprint to the DELIC ecosystem where it can leverage its IP, product development and audience capture through its various leading media properties.

Transaction Highlights

  • The Transaction establishes DELIC as a diversified psychedelics organization. KIC has been growing steadily with revenues in ‎excess of USD$1.5 million since 2019
  • KIC will be one of the largest ketamine clinics, pending recently announced expansion. KIC will double its footprint to four (4) physical locations in California and Arizona
  • KIC will be strategically positioned to leverage DELIC platform and brand: DELIC expects to drive patients to KIC through its media platform and become a national leader
  • Established history of providing ketamine infusion services. The management team at KIC has been in ‎business for 3 years expanding services throughout the United States
  • Management expertise. The acquisition of KIC will add a team of 6 medical professionals and ‎employees bringing a wealth of industry ‎experience and knowledge to DELIC

Matt Stang, Founder and CEO of DELIC commented, “We publicly listed DELIC with the intent of buying cash-flowing, scalable companies and that is exactly what KIC represents. We are focused on making psychedelic wellness truly accessible, and this is a huge development in the realization of that vision.”

Sonny Diaz, Co-Founder of KIC stated, “We were thrilled to be joining the DELIC platform as we feel their patient acquisition strategy – using DELIC’s media platform to drive patients – is a game changer for scaling our clinics and expanding patient access. With a history of profitability and a management team with decades of experience in the health sector and successful exits of over two dozen clinics and hospitals, KIC’s extensive background in operating clinics and hospitals will enable DELIC to be the leader in legal psychedelic treatment clinics.

By acquiring KIC, DELIC expands from its hub of psychedelic education, media, and information properties and licensed lab and IP company (CBDV) to the ability to provide patients with psychedelic therapy. DELIC is uniquely positioned to bring digital awareness to its various holdings under the DELIC umbrella, and drive online users to brick and mortar clinics.

Over the last 3 years, the team at KIC has expanded from Arizona to California, while overseeing 4,000 treatments delivered to date, and generating over USD$1.5MM in revenue. KIC will operate under the DELIC umbrella, under the direction and guidance of Dr. Christopher RaySonny DiazRogelio Monzon, and Ganesh Acharya.

Summary of Transaction

Delic will acquire all of the issued and outstanding shares of KIC from its shareholders ‎in a reverse triangular merger for a purchase price of USD$3,050,000 (the “Purchase Price”) to be paid as follows: (i) USD$2,250,000 in consideration shares to be issued on the closing date (the “Closing Date Payment”); and (ii) USD$800,000 in consideration shares to be issued on the date KIC’s Bakersfield, California clinic achieves a net profit in three consecutive months in the twelve months following the closing date, while achieving minimum revenues of USD$125,000 in the same three month period (the “Bakersfield Milestone Payment”) plus certain amounts, ‎if any, to be earned by each of Sonny DiazRogelio Monzon, and Ganesh Acharya, pursuant to a respective Milestone Agreement (as defined ‎below). The Closing ‎Date Payment will be satisfied by Delic’s issuance to the KIC shareholders of the ‎number of consideration shares equal in value to the Closing Date Payment amount, ‎issued at a price per share equal to the hire of (a) the ten (10) trading day volume ‎weighted average price (“VWAP”) of such consideration shares on the Canadian ‎Securities Exchange (the “Exchange”) on the trading day immediately prior to the ‎closing date.‎

Each of Sonny DiazRogelio Monzon, and Ganesh Acharya also entered into a milestone agreement (the “Milestone Agreement”) ‎whereby they may each receive their pro rata proportion of an amount equal to USD$150,000 for each new clinic opened by KIC that is cash flow positive for three consecutive months after opening while achieving minimum revenues of USD$175,000 in those three consecutive months (each a “New Clinic Milestone”) subject to certain conditions of continued employment or engagement with KIC. Such additional consideration to satisfied by Delic’s issuance of ‎additional consideration shares at a price per share equal to the ten (10) trading day ‎VWAP of the consideration shares on the Exchange on the trading day prior to the ‎date the Milestone is reached. ‎

About DELIC Corp.

DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic RadioDelic Labs, the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement) one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and treatment options to the masses.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities ‎in the United States. The securities have not been and will not be registered ‎under the United States ‎Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state ‎securities laws and may not be offered or ‎sold within the United States unless registered under the U.S. ‎Securities Act and applicable state securities laws or an ‎exemption from such registration is available.‎