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Mind Medicine (MindMed) Inc. (NEO: MMED) (OTCQB: MMEDF) ("MindMed" or the "Company"), the leading neuro-pharmaceutical company for psychedelic inspired medicines, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the "Lead Underwriter") pursuant to which the Lead Underwriter has agreed, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 13,158,000 units of the Company (the "Units") at a price of C$1.90 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of C$25,000,200 (the "Offering").
Each Unit shall consist of one subordinate voting share (each a "Subordinate Voting Share") and one-half of one Subordinate Voting Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of C$2.45 per Subordinate Voting Share for a period of 3 years from the closing of the Offering, subject to a Warrant acceleration right exercisable by the Company if the daily volume weighted average trading price of the Company's Subordinate Voting Shares on the NEO Exchange is greater than C$4.00 per Subordinate Voting Share for the preceding 20 consecutive trading days.
The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 1,973,700 Units at the Issue Price, exercisable at any time, for a period of 30 days after and including the Closing Date, which would result in additional proceeds of C$3,750,030 . The Over-Allotment Option is exercisable to acquire Units, Subordinate Voting Shares, and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter.
The Underwriters are to be paid a cash commission equal to 6% of the gross proceeds of the Offering and to receive Unit purchase warrants of the Company (the "Underwriters' Warrants") equal to 6% of the number of Units sold under the Offering, with each Underwriters' Warrant being exercisable to acquire one Unit at the Issue Price for a period of 36 months from the closing of the Offering.
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 December 15, 2020 (the "Closing Date"), 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 NEO Exchange and the applicable securities regulatory authorities. The Company will use best efforts to obtain the necessary approvals to list the Subordinate Voting Shares and the Warrant Shares on the NEO Exchange.
The net proceeds of the Offering will be used for investment in the digital medicine division, additional microdosing R&D as well as general working capital.
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.
About MindMed
MindMed is a psychedelic medicine biotech company that discovers, develops and deploys psychedelic inspired medicines and therapies to address addiction and mental illness. The company is assembling a compelling drug development pipeline of innovative treatments based on psychedelic substances including Psilocybin, LSD, MDMA, DMT and an Ibogaine derivative, 18-MC. The MindMed executive team brings extensive biopharmaceutical experience to the company's groundbreaking approach to developing the next-generation of psychedelic inspired medicines and therapies.
MindMed trades on the Canadian exchange NEO under the symbol MMED . MindMed is also traded in the United States under the symbol MMEDF and in Germany under the symbol MMQ . For more information: www.mindmed.co
MindMed Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties relating to future events and performance of Mind Medicine (MindMed) Inc. ("MindMed"), and actual events or results may differ materially from these forward-looking statements. Words such as "anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements concern, and these risks and uncertainties include, among others, MindMed's and its collaborators' ability to continue to conduct research and clinical programs, MindMed's ability to manage its supply chain, product sales of products marketed by MindMed and/or its collaborators (collectively, " Products"), and the global economy; the nature, timing, and possible success and therapeutic applications of Products and Product candidates and research and clinical programs now underway or planned; the likelihood, timing, and scope of possible regulatory approval and commercial launch of Product candidates and new indications for Products; unforeseen safety issues resulting from the administration of Products and Product candidates in patients, including serious complications or side effects in connection with the use of MindMed's Products and product candidates in clinical trials; determinations by regulatory and administrative governmental authorities which may delay or restrict MindMed's ability to continue to develop or commercialize Products; ongoing regulatory obligations and oversight impacting Products, research and clinical programs, and business, including those relating to patient privacy; uncertainty of market acceptance and commercial success of Products and Product candidates and the impact of studies on the commercial success of Products and Product candidates; the availability and extent of reimbursement of Products from third-party payers, including private payer healthcare and insurance programs, health maintenance organizations, pharmacy benefit management companies, and government programs such as Medicare and Medicaid; competing drugs and product candidates that may be superior to Products and Product candidates; the extent to which the results from the research and development programs conducted by MindMed or its collaborators may be replicated in other studies and lead to therapeutic applications; the ability of MindMed to manufacture and manage supply chains for multiple products and product candidates; the ability of MindMed's collaborators, suppliers, or other third parties (as applicable) to perform manufacturing, filling, finishing, packaging, labelling, distribution, and other steps related to MindMed's Products and product candidates; unanticipated expenses; the costs of developing, producing, and selling products; the ability of MindMed to meet any of its financial projections or guidance and changes to the assumptions underlying those projections or guidance; the potential for any license or collaboration agreement to be cancelled or terminated without any further product success; and risks associated with intellectual property of other parties and pending or future litigation relating thereto, other litigation and other proceedings and government investigations relating to MindMed and its operations, the ultimate outcome of any such proceedings and investigations, and the impact any of the foregoing may have on MindMed's business, prospects, operating results, and financial condition. Any forward-looking statements are made based on management's current beliefs and judgment. MindMed does not undertake any obligation to update publicly any forward-looking statement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States . The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act)
SOURCE Mind Medicine Inc.
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