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Mind Medicine (MindMed) Inc. (NEO: MMED) (OTCQB: MMEDF) (DE: MMQ) ("MindMed" or the "Company"), a leading psychedelic medicine biotech company, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the "Underwriter") pursuant to which the Underwriter has agreed to purchase for resale, on a bought deal private placement basis, an aggregate of 6,000,000 units of the Company (the "Units") at a price of C$3.25 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of C$19,500,000 (the "Offering"). It is expected that the Offering will be primarily sold to one large institutional investor.
Each Unit shall consist of one subordinate voting share of the Company (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$4.40 per Subordinate Voting Share for a period of 3 years from the Closing Date, 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 Aequitas NEO Exchange (the "Exchange") is greater than C$6.90 per Subordinate Voting Share for the preceding 5 consecutive trading days.
The closing of the Offering is expected to occur on or about March 9, 2021 (the "Closing Date") and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the Exchange.
The Units will be offered for sale on a private placement basis in certain provinces of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Units may also be sold in such jurisdictions outside of Canada as may be agreed upon by the Underwriter and the Company, in each case in accordance with applicable laws. The Units issued will be subject to a customary four-month hold period under Canadian securities laws.
The net proceeds of the Offering will be used for further investment in Project Lucy (experiential LSD), the Microdose LSD Program and Project Albert, which is now integrating MindMed's most recent technology acquisition HealthMode to build a comprehensive mental health platform to deploy psychedelics medicines, and for general working capital purposes.
The Underwriter is 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 "Underwriter's Warrants") equal to 6% of the number of Units sold under the Offering, with each Underwriter Warrant being exercisable to acquire one Unit at the Issue Price for a period of 36 months from the Closing Date.
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.
MindMed is a leading psychedelic medicine biotech company that discovers, develops and deploys psychedelic inspired medicines and experiential 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 in Canada on the Exchange 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
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the closing of the Offering, regulatory approvals and the intended use of proceeds of the Offering. There are numerous risks and uncertainties that could cause actual results and MindMed's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
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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