Field Trip Health, Inc. entered into a letter of intent to acquire Newton Energy Corporation (TSXV:NTN.H) in a reverse merger transaction on June 18, 2020. Pursuant to the proposed transaction, it is intended that (i) the outstanding common shares of Newton will be consolidated at a consolidation ratio to be determined by the parties based on the price per share of the private placement and (ii) the holders of Field Trip shares (including those investors in the private placement) will receive one (1) common share of the resulting issuer in exchange for each outstanding Field Trip common share (on a post-consolidation basis). Prior to the closing the shares of Newton will be consolidated on the basis of one (1) post-consolidation Newton share for every eight (8) pre-consolidation Newton shares. In conjunction with, and prior to the closing of the transaction, Field Trip intends to complete a brokered private placement of common shares at a price of CAD 2 per common share for gross proceeds of CAD 14 million, with an option to be granted to the agents to increase the size of the private placement by up to CAD 1 million. Common shares issued in the private placement will be exchanged for common shares of the resulting issuer at the exchange ratio. Following the completion of the transaction, the security holders of Field Trip (including those investors under the private placement) will hold a significant majority of the outstanding common shares of the resulting issuer. In connection with transaction, Newton intends to voluntarily de-list the common shares of Newton from the facilities of the NEX board of the TSXV prior to the completion of the transaction. In connection with the completion of the transaction, it is intended that Newton will change its name to “Field Trip Health Ltd.”

Pursuant to completion of the transaction, it is anticipated that the Board of Directors of the resulting issuer will consist of no fewer than five Directors, each of whom will be nominated by Field Trip. The Executive Officers of the resulting issuer will be appointed by Field Trip and are expected to include Field Trip's current Chief Executive Officer, Joseph del Moral, Executive Chairman, Ronan Levy, President of Field Trip Health, Hannan Fleiman, President of Field Trip Natural Products Ltd., Mujeeb Jafferi, and Chief Clinical Officer, Ryan Yermus; Interim Chief Financial Officer, Tyler Dyck; Director, Helen M. Boudreau and Dieter Weinand. The Board is currently composed of three directors: Gino DeMichele, Fram Moos and V.E. Dale Burstall of Newton will be nominated at the meeting to hold office until the earlier of completion or the close of transaction or until their successors are duly elected or appointed pursuant to the by-laws.

The transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence; execution of the definitive agreement; receipt of regulatory approvals; meeting all CSE listing requirements, shareholders' approval from Newton for the delisting of the common shares of Newton from the NEX board of the TSXV, as applicable, approval of the TSXV to delist the common shares of Newton from its facilities, receipt of approval for the listing of the common shares of the resulting issuer on the CSE; shareholders of Field Trip approving the transaction; and shareholders of Newton approving certain matters ancillary to the transaction, including the appointment of the new Directors, subject to the completion of the transaction. The agreement was approved at a special meeting of the securityholders of Newton held on September 23, 2020. The parties intend to enter into a definitive agreement by July 31, 2020 and complete the transaction by September 15, 2020. As of August 21, 2020, Field Trip and Newton anticipate the closing of the Transaction will occur on or about September 29, 2020. As per filing on September 28, 2020 the Resulting Issuer's common shares will be listed and posted for trading on the on the facilities of the Canadian Securities Exchange on or about October 7, 2020, the delisting of the common shares from the NEX Board of the TSX Venture Exchange is expected to be effective on September 30, 2020 and the transaction is expected to close on or about October 1, 2020. Computershare Trust Company of Canada acted as transfer agent of Newton.

Field Trip Health, Inc. completed the acquisition of Newton Energy Corporation (TSXV:NTN.H) in a reverse merger transaction on October 1, 2020. Public listing of combined company is expected to occur on or about October 7, 2020. The combined company commenced trading on the Canadian Stock Exchange on October 6, 2020 under the symbol "FTRP". All directors and officers of Newton Energy resigned upon completion of the transaction. Effective October 1, 2020, Joseph del Moral has been appointed Chief Executive Officer, Donna Wong has been appointed as Chief Financial Officer, Ronan Levy has been appointed as Executive Chairman, Hannan Fleiman has been appointed as President, Mujeeb Jafferi has been appointed as Chief Operating Officer, Ryan Yermus has been appointed as Chief Clinical Officer, Paula Amy Hewitt has been appointed as Vice President, General Counsel and Corporate Secretary, Nathan Bryson has been appointed as Chief Science Officers, Amardeep Manhas has been appointed as Chief Technology Officer and Tyler Dyck has been appointed as Treasurer and Director of Finance. Joseph del Moral, Ronan Levy, Hannan Fleiman, Mujeeb Jafferi, Ryan Yermus, Helen Boudreau and Dieter Weinand were appointed as directors upon closing of the transaction. Rubin Rapuch, Tracy Hooey, Perry Feldman of Fasken Martineau DuMoulin LLP acted as legal advisor to Newton Energy Corporation.