Mind Cure Announces Closing of Oversubscribed Upsized Initial Public Offering

September 17, 2020

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

VANCOUVER, BC, Sept. 17, 2020 /CNW/ - Mind Cure Health Inc. (CSE: MCUR) ("Mind Cure" or the "Corporation") is pleased to announce that it has closed its previously announced initial public offering (the "Offering") of common shares of the Corporation (the "Shares") under the Corporation's final prospectus dated August 27, 2020 (the "Prospectus"), including the exercise in full of the over-allotment option (the "Over-Allotment Option") by Haywood Securities Inc., the Corporation's agent with respect to the Offering ("Haywood"), pursuant to the agency agreement dated August 27, 2020 between the Corporation and Haywood (the "Agency Agreement"). A total of 14,950,000 Shares at a price of $0.20 per Share were sold under the Offering, including the Shares under the Over-Allotment Option, for aggregate gross proceeds of $2,990,000.

Philip Tapley, Chairman, President, and CEO stated, "We are excited to quickly commence with building our senior operational and product management team, enhance and accelerate our marketing plan, and expedite our efforts to identify and evaluate new potential product candidates in addition to our Moonbeam Mushrooms product line." Mr. Tapley continued, "I am gratified by the overwhelming investor interest in the Company and our mission that has allowed us to increase the size of the Offering and hit the ground running."

The Prospectus qualified the distribution of between 5,000,000 (the "Minimum Offering") and 13,000,000 (the "Maximum Offering") Shares at a price of $0.20 per Share. 

The Over-Allotment Option entitled Haywood to sell up to an additional 1,950,000 Shares at a price of $0.20 per Share. The exercise of the Over-Allotment Option will bring the total Shares to be issued at the closing of the Offering to 14,950,000 Shares for gross proceeds of $2,990,000.

The Shares were listed on the Canadian Securities Exchange (the "CSE") effective September 17, 2020 and halted pending completion of the initial public offering. The Corporation anticipates that the Shares will resume trading on the CSE on Monday, September 21, 2020 under the symbol "MCUR".

Mind Cure intends to use net proceeds from the offering to commence with building its senior operational and product management team, enhance and accelerate its digital marketing plan, develop additional mushroom products, and expedite its efforts to identify and evaluate the legal and commercial viability of new potential product candidates in addition to its Moonbeam Mushrooms product line.

Pursuant to the Agency Agreement, the Corporation paid Haywood a cash commission equal to 8% of the gross proceeds of the Offering, a cash corporate finance fee of $22,500 plus GST, and issued to Haywood and its selling group members, non-transferable share purchase warrants to acquire an aggregate of 1,196,000 Shares with an exercise price of $0.25 per Share for a period of 24 months from the closing of the Offering.

Advisors

Mind Cure was represented by Farris LLP with respect to legal matters for the Offering and Haywood was represented by Getz Prince Wells LLP with respect to legal matters for the Offering.

About Mind Cure Health Inc.

Mind Cure is a mental health and wellness company with a mission to identify, develop and commercialize products that enhance mental health and wellness, ease suffering and increase productivity. It is the therapeutic potential of nootropics, psychoactive products, and psychedelic substances to treat the profound distress of a world suffering from a mental health crises that led to the formation of Mind Cure. Mind Cure's initial products are a branded line of organic mushroom nootropics.

On Behalf of the Board of Directors
Philip Tapley, Chairman, President, and CEO
Phone: 1-888-593-8995

Forward-Looking Information

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. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to: Mind Cure being able to complete the initial public offering; Mind Cure's common shares resuming trading on the CSE and the timing thereof;  accepted for listing on the CSE; the trading symbol of the Shares if and when trading resumes; and the use of net proceeds from the Offering and the timing thereof.

Forward-looking information is based on a number of key expectations and assumptions made by Mind Cure, including, without limitation: the COVID-19 pandemic impact on the Canadian economy and Mind Cure's business, and the extent and duration of such impact; Haywood ability to fulfill its obligations under the agency agreement; Mind Cure's ability to fulfill its obligations under the agency agreement; no material change will occur before Mind Cure is able to resume trading;; Mind Cure being able to list its common shares on the CSE; no change to laws or regulations that negatively affect Mind Cure's business; there will be a demand for Mind Cure's products in the future; all necessary approvals will be received and all conditions will be satisfied or waived; no unanticipated expenses or costs arise; Mind Cure will be able to use the proceeds of the Offering as intended;  and Mind Cure will be able to operate its business as planned. 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.

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: the impacts of the COVID-19 pandemic on the Canadian economy, Mind Cure's industry and Mind Cure's business, which may negatively impact, and may continue to negatively impact, Mind Cure and may materially adversely affect Mind Cure's investments, results of operations, financial condition and Mind Cure's ability to obtain additional equity or debt financing, and satisfy its financial obligations; the ability for Mind Cure to complete the transactions described in this news release; the ability for Mind Cure to resume trading of its Shares on the CSE or another exchange; circumstances may change resulting in the use of proceeds set out in the Prospectus not including actual needs for the net proceeds; general economic conditions; future growth potential; common share prices; liquidity; tax risk; tax laws currently in effect remaining unchanged; ability to access capital markets; competition for mental health and wellness investments; environmental matters; 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 the 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.

United States Advisory

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"), may be offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

The CSE has neither approved nor disapproved the contents of this press release and the CSE does not accept responsibility for the adequacy or accuracy of this release.

SOURCE Mind Cure Health Inc.

For further information: Investor Relations: ; 1-888-593-8995


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