MindMed Announces C$19.5 Million Bought Deal Private Placement 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, March 8, 2021 /CNW/ – 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.