Mind Cure Health Inc. (" Mind Cure " or the " Company ") (CSE: MCUR) (OTCQB: MCURF) (FRA: 6MH) has been asked by OTC Markets Group Inc. (" OTC Markets ") to comment on recent promotional activity concerning its common shares traded on the OTCQB.
On February 11, 2021 , OTC Markets sent the Company copies of two articles (the " Articles ") purportedly distributed by National Inflation Association (" NIA "). The Company was not aware of the Articles until the OTC Markets sent a copy of them to the Company on February 11, 2021 .
The Company does not believe the promotional activities were a factor in the recent increase in trading volume in the Company's common shares on the OTCQB which occurred beginning on or about February 10, 2021 . Instead, the Company attributes the increase to the announcement on February 10, 2021 that the Company closed a C$23 million bought deal offering (the " Offering "). The information contained in one of the Articles relates to the Offering as disclosed in the February 10, 2021 news release and previous news releases.
The Company was not involved in the creation of the Articles, however the Company has a current engagement with Sandstone Media Inc (" Sandstone "), as previously announced, who has engaged NIA on the terms disclosed in the Articles. Under the current agreement with Sandstone, it may at any time publish materials it creates. The Company has further engaged Sandstone under the terms of a new agreement for a 6 month term commencing on February 15, 2021 and the Company has agreed to pay Sandstone a total of US$1,960,632 to provide a broad range of product and brand awareness, marketing and media services, which may include investor relation services, during the term, subject to partial reimbursement in the event of early termination. Under the terms of the new agreement with Sandstone, materials are required to be approved by the Company prior to dissemination. The Company does not believe that statements in the Articles are false or misleading.
After an inquiry by management, the Company's officers, directors, controlling shareholders (defined as shareholders owning ten percent or more of the Company's securities) and third-party service providers engaged by the Company to provide investor relations services, public relations services or marketing, have not sold or purchased securities of the Company in the past ninety days, save and except for Kelly Ramsden , the CEO, president and director purchased 333,333 units at C$0.45 in a private placement on November 19, 2020 , that included one common share and a full warrant exercisable at C$0.60 and Dr. Ryan Hartwell sold 10,000 shares at $0.85 on December 10, 2020 (although Mr. Hartwell's appointment was announced November 10, 2020 he did not officially commence his role as chief science officer until January 29, 2021 ).
In the last twelve months, the Company has engaged the following parties to provide investor relations services, public relations services, marketing or other related services: Sandstone Media, Inc., CIFC Capital Corp. dba Psychedlic Finance, Jack Taylor Corporation, RAllen Digital LLC and Oak Hill Financial Inc.
The Company has not issued any convertible instruments or securities allowing conversion to equity securities at prices constituting a discount to the current market price at the time of issuance save and except that on November 19, 2020 the Company closed a private placement at which units were issued at a price of C$0.45 per unit, with each unit consisting of one common share and one warrant. Each warrant had an exercise price of C$.60 and is exercisable until November 19, 2022 . The closing market price on the trading day prior to closing of the offering was C$0.54 .
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.
ON BEHALF OF THE BOARD OF Mind Cure HEALTH INC.
President and Chief Executive Officer
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. Such forward-looking information includes, but is not limited to: the further engagement of Sandstone by the Company, the term of such further engagement of Sandstone, the availability of partial reimbursement upon early termination, the services to be provided by Sandstone and the prior approval by the Company before dissemination of materials. 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. Such assumptions include, but are not limited to: that Sandstone will comply with all terms of its agreement with the Company and that if early termination of such agreement occurs that Sandstone will reimburse the Company in accordance with the terms of such agreement. 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: Sandstone not complying with the terms of its agreement with the Company, lack of available funds for partial reimbursement if the agreement with Sandstone is terminated early, 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.
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SOURCE Mind Cure Health Inc.
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