Toronto, Ontario–(Newsfile Corp. – December 15, 2020) – Mindset Pharma Inc. (“Mindset” or the “Company“), a drug discovery and development company focused on developing next generation psychedelic medicines for the treatment of neuropsychiatric and neurological indications with unmet needs, is pleased to announce that it has upsized and completed its previously announced brokered private placement, led by Mackie Research Capital Corporation, as sole agent and sole bookrunner (the “Agent“), pursuant to which the Company issued an aggregate of 10,428,813 units (a “Unit“) of the Company at a price of $0.40 per Unit (the “Offering Price“) for aggregate gross proceeds of $4,171,525.20, including the full exercise of the over-allotment option (the “Offering“).
Each Unit issued in connection with the Offering consists of one common share (a “Common Share“) in the capital of the Company and one Common Share purchase warrant (a “Warrant”) of the Company, each Warrant entitling the holder thereof to acquire one additional Common Share at a price of $0.60 for a period of twenty-four (24) months from the closing date of the Offering.
The Company intends to use the net proceeds from the Offering to advance the Company’s novel drug development and synthesis programs.
The Common Shares have been conditionally approved for listing (the “Listing“) on the Canadian Securities Exchange (the “CSE“) under the symbol “MSET”. The Listing remains subject to final approval by the CSE and fulfilment of all requirements of the CSE to obtain such approval, including, among other things, submission and acceptance of all documents requested by the CSE in its conditional acceptance letter and payment of all outstanding fees to the CSE. The Company anticipates receiving final approval and effecting the Listing before December 31, 2020.
In connection with the Offering, the Agent received an aggregate cash fee equal to 8.0% of the gross proceeds from the Offering, subject to a reduced fee in respect of proceeds raised directly by the Company from certain subscribers as agreed to between the Company and Agent. In addition, the Company issued to the Agent an aggregate of 446,776 broker warrants (each a “Broker Warrants“). Each Broker Warrant entitles the holder thereof to purchase one Common Share at an exercise price equal to the Offering Price for a period of twenty-four (24) months following the closing date of the Offering.
The securities issued pursuant to the Offering are subject to a four-month and one day hold period under applicable securities laws in Canada.
A portion of the Offering constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), as a member of management subscribed for 62,500 Units pursuant to the Offering. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related party nor the consideration being paid by the related party exceeded 25% of the Company’s market capitalization. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.
The securities described 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, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
For more information, please contact:
James Lanthier, CEO
Mindset Pharma Inc.
Jason Atkinson, VP of Corporate Development
Mindset Pharma Inc.
Mindset Pharma is a drug discovery and development company focused on creating optimized and patentable next-generation psychedelic medicines to treat neurological and psychiatric disorders with unmet needs. Mindset was established in order to develop next generation pharmaceutical assets that leverage the breakthrough therapeutic potential of psychedelic drugs. Mindset is developing several novel families of next generation psychedelic compounds, as well as an innovative process to chemically synthesize psilocybin as well as its own proprietary compounds.
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.