Mind Cure Announces Update on Upsized Initial Public Offering

- September 16th, 2020

Mind Cure Health Inc. is pleased to announce that Haywood Securities Inc., the Corporation’s agent with respect to the initial public offering of the Corporation’s common shares under the Corporation’s final prospectus dated August 27, 2020, has delivered notice to the Corporation that it is exercising in full the over-allotment option pursuant to the agency agreement dated August 27, 2020 between the Corporation and Haywood.

Mind Cure Health Inc. (“Mind Cure” or the “Corporation”) is pleased to announce that Haywood Securities Inc. (“Haywood”), the Corporation’s agent with respect to the initial public offering (the “Offering”) of the Corporation’s common shares (“Shares”) under the Corporation’s final prospectus dated August 27, 2020 (the “Prospectus”), has delivered notice to the Corporation that it is exercising in full the over-allotment option (“Over-Allotment Option”) pursuant to the agency agreement dated August 27, 2020 between the Corporation and Haywood (the “Agency Agreement”).

The Prospectus qualifies the distribution of between 5,000,000 (the “Minimum Offering”) and 13,000,000 (the “Maximum Offering”) Shares at a price of $0.20 per Share.

The Over-Allotment Option entitles Haywood to sell up to an additional 1,950,000 Shares at a price of $0.20 per Share. The exercise of the Over-Allotment Option will bring the total Shares to be issued at the closing of the Offering to 14,950,000 Shares for gross proceeds of $2,990,000.

Closing of the Offering, which will include issuance of the Shares under the Over-Allotment Option, is anticipated to occur on September 17, 2020 and remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the final approval of the Canadian Securities Exchange (the “Exchange”).

The Corporation received conditional approval from the Exchange on August 25, 2020 to list the Shares on the Exchange and obtained a receipt for the Prospectus on August 28, 2020. The Corporation anticipates that the Shares will be listed on the Exchange effective September 17, 2020 and halted pending the completion of the Offering, to then resume trading on the Exchange on Monday, September 21, 2020 under the symbol “MCUR”.

Pursuant to the Agency Agreement, the Corporation is required to pay Haywood a cash commission equal to 8% of the gross proceeds of the Offering, a cash corporate finance fee of $22,500 plus GST, and issue to Haywood and its selling group members non-transferable share purchase warrants to acquire an aggregate of 1,196,000 Shares with an exercise price of $0.25 per Share for a period of 24 months from the closing of the Offering.

About Mind Cure Health Inc.

Mind Cure is a mental health and wellness company with a mission to identify, develop and commercialize products that enhance mental health and wellness, ease suffering and increase productivity. Mind Cure was formed as a response to a world suffering from mental health crisis and in urgent need of effective treatments. Mind Cure’s initial products are a branded line of organic, functional mushroom powder.

On Behalf of the Board of Directors
Philip Tapley, Chairman, President and CEO

Forward-Looking Information

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 being able to complete the Minimum Offering or Maximum Offering; Mind Cure being able to complete the initial public offering as described in the Prospectus; the number of Shares to be issued at closing of the Offering and the gross proceeds received; Haywood being able to sell the securities available to it under the Over-Allotment Option within 90 days of the receipt of the Prospectus; the receipt by Mind Cure of additional proceeds from the sale of the common shares under the Over-Allotment Option; Mind Cure’s common shares being accepted for listing on the Canadian Securities Exchange; the timing of the closing of the Offering; the timing of the listing of Shares on the Exchange, the halt of trading and the timing of the resumption of trading; the trading symbol of the Shares if listed on the Exchange; the payment of any cash commissions, cash fees or issuance of warrants to Haywood and the timing thereof; and the use of net proceeds from the Offering.

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 economy and Mind Cure’s business, and the extent and duration of such impact; Haywood ability to fulfill its obligations under the agency agreement; the ability of Haywood to sell a sufficient number of Mind Cure’s common shares to complete the offering; Mind Cure’s ability to fulfill its obligations under the agency agreement; Mind Cure’s ability to complete the Offering; no material change will occur before Mind Cure is able to complete the distribution of the Shares under the Prospectus; Mind Cure being able to list its common shares on the Canadian Securities Exchange; no change to laws or regulations that negatively affect Mind Cure’s business; there will be a demand for Mind Cure’s products in the future; all necessary approvals will be received and all conditions will be satisfied or waived; and Mind Cure will be able to operate its business as planned. 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 economy, Mind Cure’s industry and Mind Cure’s business, which may negatively impact, and may continue to negatively impact, Mind Cure and may materially adversely affect Mind Cure’s investments, results of operations, financial condition and Mind Cure’s ability to obtain additional equity or debt financing, and satisfy its financial obligations; the ability for Mind Cure to close the Offering and related transaction described in this news release; the ability for Mind Cure to list its Shares and continue to list its Shares on the Exchange or another exchange; circumstances may change resulting in the use of proceeds set out in the Prospectus not including actual needs for the net proceeds; general economic conditions; future growth potential; common share prices; liquidity; tax risk; tax laws currently in effect remaining unchanged; ability to access capital markets; competition for mental health and wellness investments; environmental matters; 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 the 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.

United States Advisory

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), may be offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

The CSE has neither approved nor disapproved the contents of this press release and the CSE does not accept responsibility for the adequacy or accuracy of this release.

For further information: about this news release, please contact: Investor Relations: investors@mindcure.com; 1-888-593-8995

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