Red Light Holland Completes Acquisition Of Filament Health, Creating A Global Leader In Psychedelic Drug Development, Commercialization And Distribution

(MENAFN- Newsfile Corp) Red Light Holland Completes Acquisition of Filament Health, Creating a Global Leader in Psychedelic Drug Development, Commercialization and Distribution

April 30, 2026 7:30 AM EDT | Source: Red Light Holland Corp.

Establishes a vertically integrated platform spanning pharmaceutical-grade botanical drug development and global consumer distribution Adds Filament's extensive intellectual property portfolio, including 70+ patents and proprietary extraction technologies Leverages Health Canada Dealer's License and FDA-aligned clinical development pathways, including IND-enabled activities Positions the Company at the forefront of the rapidly emerging regulated psychedelic medicine industry Advances clinical pipeline, including PEX010, while expanding access to natural psilocybin products globally Establishes a regulated pipeline of psychedelic compounds, including ibogaine, MDMA, and psilocybin, supporting next-generation drug discovery and IND-enabled clinical development within compliant frameworks

Toronto, Ontario--(Newsfile Corp. - April 30, 2026) - Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) (" Red Light " or the " Company ") and Filament Health Corp. (OTC: FLHLF) (" Filament ") are pleased to announce, further to their joint press releases dated March 10, 2026 (the " March 10 Release "), March 23, 2026, April 27, 2026 and April 29, 2026, that effective April 29, 2026, Red Light has acquired all the issued and outstanding common shares of Filament (" Filament Shares "), pursuant to a statutory plan of arrangement (the " Arrangement " or the " Transaction ") under the Business Corporations Act (British Columbia). Capitalized terms not otherwise defined herein have the meanings attributed to them in the March 10 Release.

With the closing of the Transaction, Red Light has acquired all issued and outstanding Filament Shares, creating a vertically integrated platform focused on the development, commercialization, and global distribution of natural psychedelic products and pharmaceutical-grade botanical drug candidates under established regulatory frameworks, including U.S. Food and Drug Administration (" FDA ") clinical development pathways and Investigational New Drug (" IND ") programs.

Key Transaction Highlights:

Industry-Leading Platform: Combines Red Light's global distribution footprint and brand strength with Filament's pharmaceutical-grade drug development capabilities Regulatory Advantage: Filament operates under a Health Canada Dealer's License, permitting the legal extraction, synthesis, study, and production of controlled psychedelic compounds, including psilocybin, MDMA, and ibogaine, while advancing programs aligned with FDA IND requirements Extensive Intellectual Property: Adds Filament's portfolio of over 70 patents and proprietary technologies focused on natural psychedelic extraction, standardization, and formulation Clinical Advancement: Strengthens development of PEX010, Filament's lead botanical drug candidate, currently in active IND-enabled studies Validated Scientific Platform: Supported by over 70 ongoing and completed studies with leading academic institutions such as University of British Columbia, Johns Hopkins University, and Imperial College London, reinforcing a robust, science-driven foundation for drug discovery and clinical development Global Growth Strategy: Positions the combined company to pursue regulated pharmaceutical markets alongside emerging consumer and compassionate access channels First-Mover Advantage: Establishes a differentiated leader focused on natural (non-synthetic) psychedelic solutions within compliant regulatory pathways

Management Commentary:

"This is an inflection point for Red Light," said Todd Shapiro, CEO & Director of Red Light. "With the addition of Filament and its extensive intellectual property portfolio, including over 70 patents, combined with our expanding global distribution footprint, IND-enabled capabilities, and a Health Canada Dealer's License allowing for the legal study of compounds like psilocybin and ibogaine, we are exceptionally well-positioned to help shape the future of this industry. The growing and undeniable momentum behind psychedelic medicine, supported by science and evolving regulatory and progressive governmental signals, brings us closer to our goal of improving lives at scale. As the industry truly transitions from underground to mainstream, we will continue playing a leading role."

"Joining forces with Red Light represents a transformative step forward," said Benjamin Lightburn, CEO of Filament. "We have built a platform grounded in rigorous science, strong intellectual property, and regulatory compliance, including multiple open INDs. Through our Health Canada Dealer's License, we are able to legally develop and study botanical psychedelic drug candidates derived from compounds such as psilocybin and ibogaine. By combining this foundation with Red Light's commercialization expertise and global reach, we are uniquely positioned to accelerate innovation, support clinical advancement, and responsibly expand access to natural psychedelic therapies worldwide."

Transaction Details:

Under the terms of the Arrangement Agreement, each outstanding Filament Share was exchanged for Consideration Shares of Red Light, based on an exchange ratio of 0.36634769 and a deemed price of $0.0389 per Consideration Share, equal to the ten-day VWAP of Red Light shares ending five business days prior to the Effective Date. In total, Red Light acquired 270,728,040 Filament Shares in exchange for 99,180,497 Consideration Shares and concurrently completed debt settlements with certain Filament creditors in exchange for an additional 70,836,683 Red Light shares, resulting in former Filament shareholders holding approximately 30% of the total number of issued and outstanding Red Light shares. Therefore, immediately after closing, there are currently 595,727,901 Red Light shares issued and outstanding. Filament is now a wholly owned subsidiary of Red Light.

In addition, holders of Filament options and warrants will receive, upon exercise, the same consideration they would have received as if they were Filament shareholders at the effective time of the Transaction.

In connection with closing of the Arrangement, (i) 13,683,559 Consideration Shares, totalling approximately 7.5% of the Consideration Shares issued in the Arrangement, were deposited into escrow for a period of 12 months to secure the indemnification obligations of certain Filament shareholders under the Arrangement Agreement; (ii) all directors and certain officers of Filament resigned, and it is anticipated that at Red Light's upcoming shareholders meeting, Ben Lightburn will be nominated as a director of Red Light, serving as Filament's nominee pursuant to the terms of the Arrangement Agreement; and (iii) pursuant to the terms of the Company's equity incentive plan, Red Light has issued an aggregate of 12,430,177 restricted stock units to certain officers, employees, and consultants of Filament (the " Filament RSUs ").

The Consideration Shares issued in the Arrangement are subject to resale restrictions, with 50% released six months after closing, 25% at nine months, and the remaining 25% at twelve months (together, the " Resale Restrictions ") and such further restrictions as may apply under foreign securities laws. The Filament RSUs, and Red Light shares issuable on their settlement, are subject to a statutory four month and one day hold period, the Resale Restrictions and such further restrictions as may apply under foreign securities laws.

Pursuant to the letter of transmittal mailed to certain Filament shareholders as part of the materials in connection with the annual general and special meeting of shareholders of Filament held on April 24, 2026, in order to receive the portion of the consideration to which they are entitled, registered holders of Filament Shares are required to deposit their share certificate(s) representing Filament Shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the Arrangement.

Further information about the closing of the Arrangement is available on the SEDAR+ profile of Red Light on SEDAR+ at .

Financial and Legal Advisors

Garfinkle Biderman LLP acted as legal counsel for Red Light. Evans and Evans, Inc. provided a fairness opinion to the board of directors of Filament in connection with the Arrangement and Fasken Martineau DuMoulin LLP acted as legal counsel for Filament.

Strategic Vision

Following closing, the combined company will continue to operate with a focus on advancing IND-enabled research, regulated clinical development programs, and commercial expansion, while maintaining strict compliance with applicable regulatory frameworks.

The completion of this Transaction marks a defining milestone in the evolution of Red Light, transitioning from a consumer-focused company into a fully integrated, regulatory-aligned psychedelic platform with capabilities across:

Research & Development Controlled Substance Licensing & Compliance IND Programs Clinical Trial Design & Regulatory Strategy Intellectual Property & Drug Discovery Consumer Product Distribution

Together, Red Light and Filament aim to bridge the gap between pharmaceutical innovation and real-world access, positioning the combined entity to capitalize on the accelerating global shift toward legal, science-backed psychedelic therapies, while advancing programs designed to meet FDA and international regulatory standards.

Additional Early Warning Disclosure of Red Light

In accordance with the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (" NI 62-103 "), Red Light announces that it has acquired beneficial ownership and control over 270,728,040 Filament Shares, which represents 100% of the issued and outstanding Filament Shares. Immediately prior to the closing of the Arrangement, Red Light held no Filament Shares. Following the closing of the Arrangement, Red Light owns 100% of the outstanding Filament Shares. An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ at under Filament's profile and may be obtained directly upon request by contacting the Red Light contact persons named below. The head office of Filament is located at 210-4475 Wayburne Drive, Burnaby, BC, V5G 4X4.

Additional Early Warning Disclosure of Former Filament Shareholders

Immediately prior to the closing of the Arrangement and the transactions related thereto, Benjamin Lightburn and Negev Capital Fund One LP held 76,439,539 (29.20%) Filament Shares and 51,235,553 (19.57%) Filament Shares, respectively. Following the closing of the Arrangement, Benjamin Lightburn and Negev Capital Fund One LP hold no Filament Shares. Early warning reports with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ at under Filament's profile and may be obtained directly upon request by contacting the Filament contact person named below. The head office of Filament is located at 210-4475 Wayburne Drive, Burnaby, BC, V5G 4X4.

About Red Light Holland:

Red Light Holland is an Ontario-based company advancing a focused strategy within the legal psychedelic sector, centered on voluntary data collection and R&D initiatives designed to expand naturally occurring drug development, understanding of psilocybin use and consumer experiences. In parallel, the Company operates commercial activities across Europe and North America, including psilocybin truffle sales in the Netherlands' legal market and mushroom home grow kits offered through B2B and DTC channels, in compliance with applicable laws.

About Filament Health:

Filament Health is a clinical-stage natural psychedelic drug development company. Filament believes that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and its mission is to see them in the hands of everyone who needs them as soon as possible. Filament's platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. Filament is paving the way with the first-ever natural psychedelic drug candidates.

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