/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, Jan. 21, 2021 - Mind Cure Health Inc. ("Mind Cure") (CSE: MCUR), a mental health and wellness company with a mission to identify and develop products that ease suffering, increase productivity, and enhance mental health is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. on behalf of a syndicate of underwriters (the "Underwriters"). The Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 16,667,000 units (the "Units") at a price of C$0.60 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of approximately C$10 million (the "Offering").
Each Unit shall consist of one common share (each a "Common Share") and one-half of one common share purchase warrant of the Company (each a "Warrant"). Each Warrant shall be exercisable to acquire one common share of the Company for a period of 60 months from closing of the transaction at an exercise price of C$0.80 per Warrant.
The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 2,500,050 Units at a price of C$0.60 per Unit, exercisable at any time, for a period of 30 days after and including the Closing Date, which would result in additional proceeds of approximately $1.5 million.
If, at any time following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than C$1.50 per Common Share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 trading days following the date of the Company issuing a press release disclosing such acceleration.
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada except Quebec. The Offering is expected to close on February 12, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange ("CSE") and the applicable securities regulatory authorities.
The Company will use best efforts to obtain the necessary approvals to list the Common Shares, Warrants, and the Common Shares issuable upon exercise of the Warrants on the CSE.
The net proceeds of the Offering will be used by the Company for product research, development and expansion, to further the Company's technological offerings and capabilities, including the build-out of its iSTRYM application and refinement of its bioinformatics statistical analysis platform PsyCollage, marketing expenditures related to company investor relations and product awareness, as well as working capital and general corporate purposes.
ON BEHALF OF THE BOARD OF MIND CURE HEALTH INC.
President and Chief Executive Officer
About Mind Cure
Mind Cure Health Inc. (CSE:MCUR) exists as a response to the current mental health crisis and urgent calls for effective treatments. Mind Cure believes in the need to reinvent the mental health care model for patients and practitioners to allow psychedelics to advance into common and accepted care.
Mind Cure is focused on identifying and developing pathways and products that ease suffering, increase productivity, and enhance mental health. Mind Cure is interested in exploring diverse therapeutic areas beyond psychiatry, including digital therapeutics, neuro-supports, and psychedelics, all to improve mental health.
Forward Looking Statements
Certain statements in this news release may constitute "forward-looking information" within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, and may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "feel", "intend", "may", "plan", "predict", "project", "subject to", "will", "would", and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to: Mind Cure's translational research program; Mind Cure's work with psilocybin, ketamine and ibogaine; Mind Cure developing and optimizing drugs that treat pain; Mind Cure delivering validation of commercially viable medicines, methods and tools; Mind Cure building upon the current landscape of research in psychedelic compounds; Mind Cure's research into pain; Mind Cure bringing treatment to market with speed and rigor. Forward-looking information is based on a number of key expectations and assumptions made by Mind Cure, including, without limitation: the COVID-19 pandemic impact on the Canadian and global economy and Mind Cure's business, and the extent and duration of such impact; Mind Cure being able to research and develop optimized drugs that treat pain; Mind Cure being able to deliver validation of commercially viable medicines, methods and tools; Mind Cure being able to bring treatments to market. Although the forward-looking information contained in this news release is based upon what Mind Cure believes to be reasonable assumptions, it cannot assure investors that actual results will be consistent with such information. Forward-looking information is provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things, risks related to: the impacts of the COVID-19 pandemic on the Canadian and global economy, Mind Cure's industry and its business, which may negatively impact, and may continue to negatively impact, Mind Cure and may materially adversely affect its investments, results of operations, financial condition and Mind Cure's ability to obtain additional equity or debt financing, and satisfy its financial obligations; general economic conditions; future growth potential; competition for mental health and wellness investments; Mind Cure developing optimized drugs that treat physical and psychological pain. and changes in legislation or regulations. Management believes that the expectations reflected in the forward-looking information contained herein are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with such forward-looking information. Additional information on the risk factors that could affect Mind Cure can be found under "Risk Factors" in Mind Cure's final prospectus which is available on SEDAR at www.sedar.com. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to Mind Cure. The forward-looking information is stated as of the date of this news release and Mind Cure assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE Mind Cure Health Inc.