Mind Cure Announces Closing of $23 Million Bought Deal Offering Including Full Exercise of Over-Allotment Option

- February 10th, 2021

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 Mind Cure Health Inc. 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 closed its previously announced …

/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 /

Mind Cure Health Inc. (“Mind Cure” or the “Company”) (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 closed its previously announced bought deal short form prospectus public offering  (the “Offering”) of units (the “Units”) through a syndicate of underwriters led by Canaccord Genuity Corp. (the “Underwriters”).

Pursuant to the terms of the Offering, the Company issued 38,334,100 Units, including the exercise in full of the Underwriters’ over-allotment option, at a price per Unit of $0.60 for aggregate gross proceeds of $23,000,460 . Each Unit consists of one common share (each a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share of the Company at an exercise price of C$0.80 per Warrant until February 10 , 2026.  If the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “CSE”) 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 Warrants will be listed for trading on the facilities of the CSE under the symbol “MCUR.WT”. The Company expects the Warrants to commence trading on February 11, 2021 .

Kelsey Ramsden , President & CEO of Mind Cure said, “We are delighted to have the trust and support of the investment community as we continue with our mission to advance psychedelic medicine through research into novel and classic psychedelic molecules and therapies as well as pioneering and building iSTRYM, the digital infrastructure necessary to deliver these life-transforming therapies at scale.”

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.

In consideration for their services, the Company paid to the Underwriters a cash commission equal to 6% of the aggregate gross proceeds of the Offering and a reduced commission to 3.0% for proceeds raised from purchasers on a President’s List, for total cash commission in the amount of $1,224,624.60 , including gross process raised on exercise of the Over-Allotment Option, and issued to the Underwriters 2,050,041 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant may be exercised to acquire one Common Share (each, a “Compensation Share”) at an exercise price of $0.60 per Compensation Share until February 10, 2026 . In addition, the Company paid a corporate finance fee (the “Corporate Finance Fee”) in the amount of $250,000 with 50% of the Corporate Finance Fee paid in cash and 50% of the Corporate Finance Fee paid in Common Shares (the “Corporate Finance Fee Shares “) at a deemed price of $0.60 per Corporate Finance Fee Share for a total of 208,333 Corporate Finance Fee Shares .

Farris LLP acted as Canadian legal advisors to the Company and DLA Piper ( Canada ) LLP acted as Canadian legal advisors to the Underwriters on the Offering.

ON BEHALF OF THE BOARD OF Mind Cure HEALTH INC.
Kelsey Ramsden
President and Chief Executive Officer

About Mind Cure Health Inc.
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 intended use of proceeds of the Offering and the listing of the Warrants for trading on the CSE and the timing thereof. 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.

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