ATAI LIFE SCIENCES ANNOUNCES FILING OF EARLY WARNING REPORT

TORONTO, Oct. 10, 2023 /CNW/ - This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), in connection with certain transactions completed by atai Life Sciences AG (Nasdaq: ATAI) ("atai") and IntelGenx Technologies Corp. (the "IntelGenx"), that were previously described in a press release issued by IntelGenx on August 31 2023.

On August 31, 2023, IntelGenx announced that, in connection with a non-brokered offering (the "Offering") of units (the "US Units"), each comprised of a US$1,000 principal amount convertible promissory note and 5,405 common stock purchase warrants, IntelGenx had agreed to, among other things: (i) enter into a second amendment (the "Second Amendment") to the amended and restated loan agreement dated as of September 14, 2021 (the "Loan Agreement") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into common stock of IntelGenx ("Shares") at a price of US$0.185 per Share (the "Conversion Feature"); and (ii) enter into an amendment (the "Subscription Agreement Amendment") to the subscription agreement entered into by and between IntelGenx and atai in connection with the Offering, to provide atai with the right (the "Call Option") to purchase up to an additional 6,013 US Units at any time prior to August 31, 2026.

On October 6, 2023, atai and IntelGenx entered into the Second Amendment and the Subscription Agreement Amendment, both effective September 30, 2023 (the "Transaction"). In connection with the Second Amendment, atai and IntelGenx entered into a second amended and restated loan agreement to provide for the Conversion Feature. In connection with the Call Option, atai and IntelGenx entered into the Subscription Agreement Amendment, pursuant to which IntelGenx granted atai the option to purchase up to an additional 7,401 US Units (the "Call Option Units") at any time prior to August 31, 2026. Pursuant to the Subscription Agreement Amendment, the acquisition of any Call Option Units will result in a corresponding reduction in atai's remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021 (the "2021 Purchase Right"), with such right to be reduced by the maximum number of Shares issuable in connection with such Call Option Units, and (ii) in the event that the 2021 Purchase Right has been fully or partially exercised such that the aggregate number of Shares issued thereunder together with the number of Shares issuable in accordance with the Call Option would exceed 100,000,000, the number of Shares that may be issued in connection with the Call Option shall be reduced such that the aggregate number of Shares issued thereunder together with the number of Shares issuable in accordance with the Call Option does not exceed 100,000,000. The exercise of the Call Option is subject to the prior approval of the shareholders of IntelGenx.

Immediately prior to the Transaction, excluding Shares issuable upon the conversion of interest that may be outstanding from time to time, atai had ownership and control over securities convertible into approximately 269,152,849 Shares representing approximately 66.2% of the issued and outstanding Shares, on a partially diluted basis. Following the Transaction, assuming the conversion of the outstanding principal balance of the Loan Agreement and/or exercise of the Call Option (including the underlying securities) and excluding Shares issuable upon the conversion of interest that may be outstanding from time to time, atai would beneficially own or control in aggregate 237,732,850 Shares representing approximately 63.4% of the issued and outstanding Shares, on a partially diluted basis.

atai's acquisitions and dispositions were made in connection with atai's existing investment in IntelGenx. In accordance with applicable securities laws, atai may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of IntelGenx in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of IntelGenx and other relevant factors.

An early warning report will be filed under IntelGenx's profile on the SEDAR+ website at www.sedarplus.ca. To obtain more information or to obtain a copy of the early warning report filed in respect of this press release, please contact atai by email at [email protected] or by mail at c/o atai Life Sciences AG, Wallstraße 16, 10179, Berlin, Germany.

The mailing address of IntelGenx is located at 6420 Rue Abrams, Saint-Laurent, QC H4S 1Y2, Canada.

SOURCE atai Life Sciences AG