Filament Health Signs Non-Binding Term Sheet For Convertible Note In Connection With Planned Business Combination

Vancouver, British Columbia, November 23, 2023 – Filament Health Corp. (OTCQB:FLHLF) (NEO:FH) (FSE:7QS) (“Filament” or the “Company”), a clinical‐stage natural psychedelic drug development company, today announced that the Company has signed a non-binding term sheet (the “Term Sheet”) providing for up to US$14.4 million in funding through a convertible note (the “Financing”) with an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor (“Helena”).

The Financing is expected to close in December 2023, concurrent with the closing of the previously announced business combination among Filament, Jupiter Acquisition Corporation (NASDAQ:JAQC) (“Jupiter”), a special purpose acquisition company, and 1427702 B.C. Ltd. (“TopCo”) (such business combination, the “Proposed Business Combination”).

Benjamin Lightburn, Filament CEO and Chairman shared, “The Company is pleased to announce this term sheet with Helena Partners. The execution of a financing with Helena will provide Filament with significant capital to fund our operations, advance our drug development program, and contribute to cash at the closing of the Proposed Business Combination. We believe that the Financing represents an important de-risking milestone for executing the Proposed Business Combination and our anticipated listing on Nasdaq. We are grateful to the teams at both Helena Partners and Jupiter for their efforts to facilitate this partnership, and we look forward to future developments together.”

Jeremy Weech, Helena Managing Partner, expressed, “We are proud to partner with Filament, a leader in the psychedelic space. This strategic financing is poised to propel Filament’s scientific innovations, providing the resources essential to advance their drug development pipeline. We also expect this financing to strengthen Filament’s balance sheet in anticipation of their expected Nasdaq listing upon the conclusion of their Proposed Business Combination.”

The Company expects to provide additional details regarding the Financing if and when definitive documentation related to the convertible note is executed. Completion of the Financing is subject to, among other matters, the completion of due diligence, the negotiation of definitive agreements providing for the financing, and the satisfaction of the conditions negotiated therein, including approval of the boards of both companies, as well as regulatory approvals. Accordingly, there can be no assurance that the parties will successfully negotiate and enter into a definitive agreement for the Financing, or that the Financing will be consummated on the terms or timeframe currently contemplated, or at all.

For additional details regarding the Proposed Business Combination, please see the sources described below under the heading, “Important Information About the Proposed Business Combination and Where to Find It.”

ABOUT FILAMENT HEALTH CORP (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)

Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our 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. We are paving the way with what we believe to be the first-ever natural psychedelic drug candidates.

Learn more at www.filament.health and on Twitter, Instagram and LinkedIn.

ABOUT HELENA PARTNERS INC.

Helena Partners Inc. is a Cayman Islands-based investment vehicle focused on providing listed companies around the world with growth capital. Helena invests across the capital stack in the form of debt, equity, and equity-linked structured investments.

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