MindMed Announces $50 Million Bought Deal Public Offering

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

NEW YORK, Dec. 14, 2020 /CNW/ – 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 11,364,000 units of the Company (the “Units”) at a price of C$4.40 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of C$50,001,600 (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$5.75 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$9.00 per Subordinate Voting Share for the preceding 5 consecutive trading days.

The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 1,704,600 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$7,500,240.

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 January 5, 2021 (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 Project Lucy, Albert (the Company’s digital medicine division), additional microdosing research and development, Project Layla (18-MC) 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 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 on the Canadian exchange NEO 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)