PSYC Enters MOU to Acquire Technical420, LLC for $2.25M in Accretive Transaction

LAS VEGAS, NV, Aug. 16, 2022 (GLOBE NEWSWIRE) -- PSYC Corporation (OTCPink: PSYC) ("PSYC" or the "Company"), a media leader focused on the emerging psychedelic sector, announced the signing of a definitive agreement for its wholly owned subsidiary Spotlight Media Corp. ("SMC") to acquire Technical420, LLC ("T420") as well as certain assets of SB Partners, LLC, that include, but are not limited to, MushroomStocks.com and OnTheBids.com, as well as Technical420.com. The transaction is expected to be immediately accretive to the Company, and the terms of the agreement were executed in what the management team considers to be a shareholder-friendly manner.

Valued at $2.25 million USD, the acquisition will consist of cash, preferred stock, and common stock warrants. The transaction will be completed through a series of tranches tied to revenue performance benchmarks, and the Company believes this mitigates any transactional risks.

As part of the transaction, and upon the execution of the definitive agreement, Technical420 and SB Partners founder Michael Berger will join the Company's Executive Management Team as Chief Operating Officer of PSYC Corp. His primary focus will be integrating the assets, implementing and executing on a multi-faceted growth strategy, identifying acquisition targets, and structuring additional transactions.

Michael Berger has been focused on the cannabis and psychedelic industries for almost a decade. Prior to founding SB Partners, Mr. Berger worked in the compliance and equity research departments of Raymond James Financial. He also started the Cannabis Investor Events while working as the Managing Editor of the MoneyShow, adding important expertise to a well-rounded leadership team. For his involvement, Mr. Berger has agreed to be compensated in cash and equity, based on the performance of the Company. The management team finds this arrangement to provide the greatest upside potential for shareholders.

PSYC's acquisition combines two high-profile media firms, diversifies SMC's reach into the cannabis space, and immediately enhances the reach of the combined entity. Based on initial analysis, the platforms attract a similar audience demographic, and the management team expects this aspect of the transaction to be highly synergistic.

Upon completing the transaction, SMC will begin offering a comprehensive marketing platform which includes, but is not limited to, the following capabilities:

Earned media with mainstream financial media outlets

• Video content (i.e., management interviews, site visits, etc.)
• Topical podcast discussions
• Thematic content
• Lead generation
• Brand management
• Content distribution
• Conference speaking opportunities
  

Over the next quarter, SMC plans to accomplish the following initiatives:

• Update and Market a comprehensive awareness platform
• Develop an operational management system that is based on follow through and execution
• Divest short and long-term public and private investments owned by T420
• Identify synergies and cut costs
• Maximize operational efficiencies by enhancing company readiness
  

Management expects the acquisition to be immediately accretive for PSYC. Upon closing the transaction, the Company will start generating revenue from the following:

• Existing marketing clients
• Collecting accounts receivable
• Divesting of public and private investments
• Onboarding new marketing clients
• Expanding the product offering
  

PSYC's incoming COO, Michael Berger, said, "During the last year we noticed a transformational change in the cannabis and psychedelic sectors. The weakness in these sectors and the attention on the blockchain space created a recipe for declining interest from the market. Looking at Spotlight Media's performance, the brand not only retained its audience but significantly increased its reach. The combination of Spotlight Media with our firm will enhance our value proposition. I'm very excited to be joining a team of executives with a proven track record in highly regulated industries."

"Focusing our primary objectives over the past two years around building an audience and establishing a solid brand identity for PSYC, through Psychedelic Spotlight, was always done so with the intent of positioning ourselves for much larger, value-producing partnership and acquisition opportunities that would directly impact our bottom line," said PSYC CEO, David Flores. "In my opinion, this transaction couldn't have presented itself at a more opportune time for us, particularly when factoring in the recent emergence of Psychedelic Spotlight as a formidable multimedia leader within the psychedelics sector. Taking stock of each organic development, combined with an accretive acquisition such as T420 and SB Partners, and the opportunity it will create for us to expand our media and content reach into the multi-billion-dollar cannabis space, you can see a reasonable path forward to maximizing value for our shareholders."

"Upon first meeting Mr. Berger in 2017 I was immediately impressed with the tenacity of his work and knowledge of the public market cannabis space, which also evolved to encompass the medicinal psychedelics sector," said PSYC CFO, Craig Schlesinger. "T420 averaged over $1M in annual revenue these past four years. Going forward we expect, conservatively, at least 70% of T420 revenue to directly impact PSYC's EBITDA and net cash position. Even when we assumed the worst - zero growth for T420, a stagnant cannabis sector, a stagnant psychedelic space, and an inability to scale the assets - our acquisition of T420 and retention of Mr. Berger as COO makes this deal immediately accretive to PSYC and beneficial to shareholders in the short and long term. I'm excited to work together to integrate, scale, drive growth, maximize value for PSYC, and support causes and communities in the psychedelics and cannabis sectors which align with our core values."

Mr. Flores concluded with, "Though we can offer no guarantees, we look forward to doing everything we can over the next several days working with Mr. Berger and his team to help guide this MOU into a definitive agreement, so we can commence with, what we believe, will be the most exciting chapter in PSYC's history."

Pursuant to the terms of the MOU, the companies will work collaboratively in a good faith effort over the coming weeks and with the intent of meeting and/or delivering specific requirements as agreed upon within the MOU, which are necessary for the execution of a definitive agreement on or by September 30, 2022 and with the option to extend the execution date to October 31, 2022.

About PSYC Corporation (OTCPink: PSYC)

At PSYC Corporation we are integrating media, creativity, and technology to develop and deploy thought-provoking ideas and solutions that are fostering and transforming the approach to some of society's most pressing matters.

PSYC has expressed its intent and commitment to positioning itself at the forefront of the psychedelic revolution and as a resource center for discovering and understanding the latest research and business opportunities surrounding psychedelic inspired medicines. In conjunction with the FDA's more open-minded approach to psychedelic medicines, and as several major U.S. cities continue to approve the decriminalization of psilocybin, we believe investors are speculating that the psychedelic boom could be bigger than that of cannabis. PSYC is your source for current investment related news specific to psychedelic medicines and cutting-edge research improving overall health, moving this sector into the mainstream.

We are dedicated to a forward-thinking approach that embraces groundbreaking new technology and innovations and through the vision of business development we intend to continue to evolve into these unchartered territories as the industry leaders of the future.

About Spotlight Media Corporation

Spotlight Media Corporation ("SMC") (www.spotlightmediacorp.com) is a Nevada Corporation and is a privately held wholly owned subsidiary of PSYC that was incorporated on February 8, 2022. At present time, SMC operates as a multimedia service company for the medicinal psychedelic industry through Psychedelic Spotlight in addition to the developing community-based platform, Bonfire (f/k/a "PsycheDev"). However, management intends, but cannot guarantee the success or profitability, that the business plan for SMC is to potentially expand beyond the medicinal psychedelic industry by way of other multimedia-related opportunities within other niche-style industries like cannabis, health and wellness, and sports such that SMC can make use of the audience it is establishing, across its platforms for cross-promotional opportunities and with the intent of developing a network of interconnected media-focused platforms.

Forward-Looking Statements Disclaimer:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainty and other factors, including the effect of COVID-19 and the success of the current vaccine distribution, the adverse effect of the Omicron variant, that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this press release. This press release should be considered in light of all filings of the Company that are disclosed on the OTC Markets.com website and is not incorporated by reference into such reports.

Disclaimer: PSYC Corporation does not in any way encourage or condone the use, purchase, sale or transfer of any illegal substances, nor do we encourage or condone partaking in any unlawful activities. We support a harm reduction approach for the purpose of education and promoting individual and public safety. If you are choosing to use psychedelic substances, please do so responsibly.

Corporate Contact:
PSYC Corporation (PSYC)
www.psyccorporation.com
www.spotlightmediacorp.com
(702) 330-0363
[email protected]
OTCPINK: PSYC

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