MINDBIO THERAPEUTICS CORP. ANNOUNCING LISTING DATE ON CSE AND CLOSING OF NON-BROKERED PRIVATE PLACEMENT
VANCOUVER, BC, May 4, 2023 /CNW/ - MindBio Therapeutics Corp. (formerly, 1286409 B.C. Ltd.) ("MindBio") is pleased to announce that it has received final approval from the Canadian Securities Exchange ("CSE") in respect of its previously announced statutory plan of arrangement (the "Arrangement"). The common shares of MindBio (each, a "MindBio Share") will commence trading on the CSE on May 5, 2023, under the ticker symbol "MBIO".
In addition, MindBio completed a non-brokered private placement of subscription receipts of MindBio (the "Subscription Receipts") for gross proceeds of $633,276, at a price of $0.095 per Subscription Receipt (the "Subscription Receipt Offering"). Concurrent with closing of the Subscription Receipt Offering, each Subscription Receipt converted into one MindBio Share and one warrant (each, a "MindBio Warrant", together with the MindBio Shares the "Underlying Securities"). The Underlying Securities were subject to a split on the basis of the split ratio of 1:2.61 (the "Split") undertaken by MindBio in accordance the Arrangement. As a result, the Underlying Securities were converted into 2.6 post-Split MindBio Shares and 2.6 post-Split MindBio Warrants. Each two MindBio Warrants are exercisable for one MindBio Share at a price of $0.14 per MindBio Share for twenty-four (24) months. For more information, please see Blackhawk Growth Corp.'s ("Blackhawk") management and information circular dated November 30, 2022 filed on Blackhawk's SEDAR profile at www.sedar.com.
Further, MindBio issued: 16,526,121 MindBio Shares pursuant to a non-brokered private placement Shares completed in escrow on June 10, 2022 for aggregate gross proceeds of $253,277.57, at a price of $0.04 per MindBio Share, (the "First Private Placement"); 12,688,448 MindBio Shares pursuant to a non-brokered private placement completed in escrow on December 20, 2022 for aggregate gross proceeds of $437,556, at a price of $0.09 per MindBio Share (the "Second Private Placement"); and 8,183,259 MindBio Shares at a deemed issue price of $0.08 per MindBio Share to certain non-financial lenders as bonus shares under an unsecured non-recourse loan in the aggregate amount of $1,410,984 provided to MindBio Therapeutics Pty Ltd. (the "MindBio Loan", and together with the Subscription Receipt Offering, First Private Placement and Second Private Placement, the "Financings"). The MindBio Shares issued pursuant to the Financings are subject to a statutory hold period of four months and a day from their respective dates of issue under Canadian National Instrument 45-102 – Resale Restrictions.
Pursuant to MindBio's 20% fixed stock option plan (the "Stock Option Plan") approved by the Blackhawk Shareholders on December 22, 2022, MindBio granted 26,592,250 stock options (each a "Stock Option"), representing 20% of the issued and outstanding MindBio Shares, to directors, officers, employees and consultants. Each Stock Option vest immediately is exercisable for one MindBio Share at $0.10 per MindBio Share for a period of three years, all in accordance with CSE policies and the Stock Option Plan.
For more information on the Financings and the Stock Option Plan, please see MindBio's Form 2A - Listing Statement dated May 3, 2023 filed on the MindBio's SEDAR profile at www.sedar.com.
MindBio is a biotech/biopharma company focused on creating novel and emerging treatments for mental health conditions and is conducting world first take home LSD-Microdosing human clinical trials. MindBio has a leading presence in microdosing of psychedelic medicines and is advancing its drug and technology intervention protocols through clinical trials. MindBio has developed a multi-disciplinary platform for developing treatments and is involved in psychedelic medicine development, has completed Phase 1 clinical trials microdosing Lysergic Acid Diethylamide (LSD) in 80 patients, has a Phase 2 clinical trial in development microdosing LSD in patients with Major Depressive Disorder and a Phase 2 clinical trial in development microdosing LSD in late stage cancer patients experiencing existential distress. MindBio invests in research that forms the basis for developing novel and clinically proven treatments including digital technologies and interventions to treat debilitating health conditions such as depression, anxiety and other related mental health conditions.
On Behalf MindBio:
Justin Adam Hanka
Director and Chief Executive Officer
MindBio Therapeutics Corp. (formerly, 1286409 B.C. Ltd.)
The press release may contain "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could," "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. The forward-looking information reflects management's current beliefs and is based on assumptions developed using information currently available to MindBio's management. Although MindBio believes that the forward-looking statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties.
Additionally, there are known and unknown risk factors that could cause the Parties' actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, market and business conditions in Canada and Australia, market volatility, unforeseen delays in timelines for any of the transactions or events described in this press release, the risk of regulatory changes that may impact the business of the Parties; failure of management of the Parties to execute their respective business strategies. All forward-looking information is qualified in its entirety by this cautionary statement.
The Parties disclaim any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer or solicitation would be unlawful.
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"), or any state securities laws. The Subscription Receipts, the Underlying Securities, the MindBio Shares issuable upon exercise of the MindBio Warrants, the Stock Options, the MindBio Shares issuable upon exercise of the Stock Options, and the MindBio Shares issued pursuant to the Financings, may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (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 unless an exemption from such registration is available.
SOURCE MindBio Therapeutics Corp.
MindBio Therapeutics Corp. (formerly, 1286409 B.C. Ltd.): Justin Adam Hanka, Director and Chief Executive Officer, +61 4331140886, [email protected]
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