Mindset Pharma Closes Ontario Brain Institute Funding and Announces Private Placement Offering

Toronto, Ontario--(Newsfile Corp. - November 9, 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 entered into a secured convertible promissory note transaction with the Ontario Brain Institute ("OBI"). OBI is a provincially funded, not-for-profit organization that accelerates discovery and innovation, benefiting both patients and the economy. OBI's collaborative 'team science' approach promotes brain research, commercialization and care by connecting researchers, clinicians, industry, patients, and their advocates to improve the lives of those living with brain disorders.

Mindset's CEO, James Lanthier commented: "Mindset is thrilled to partner with OBI, a leading investor and supporter of promising neuroscience technologies. We believe the OBI investment represents a meaningful endorsement of Mindset's scientific strategies and progress in developing and qualifying its portfolio of drug candidates and related processes."

In addition, Mindset is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation (the "Agent"), as sole agent and sole bookrunner, in connection with a "best efforts" private placement of up to 7,500,000 units (the "Units") of the Company at a price of $0.40 per Unit for aggregate gross proceeds of up to $3,000,000 (the "Offering"). Each Unit will be comprised of one common share (a "Common Share") in the capital of the Company and one transferable Common Share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of $0.60 for a period of 24 months following the closing date of the Offering.

The net proceeds from the Offering will be used to advance the Company's novel drug programs. The Company has granted the Agent an option (the "Over-Allotment Option") to purchase an additional number of Units equal to up to 15% of the Units issued pursuant to the Offering to cover any over-allotments, exercisable at any time, in whole or in part, 48 hours prior to the closing of the Offering.

The Offering is expected to close on or about the week of December 7, 2020, before or concurrently with the Company's anticipated listing (the "CSE Listing") of its Common Shares on the Canadian Securities Exchange (the "CSE"). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and securities exchange approvals, including the approval of the CSE, and the entering into of an agency agreement between the Company and the Agent. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the closing date of the Offering.

"The completion of a financing round and the launch of the Offering ushers OBI and Mindset further along their vision and mandate to get novel treatment options to the public," says Tom Mikkelsen, President & Scientific Director of OBI. "There is an unmet need for the next generation of psychedelic drugs for drug-resistant disorders including depression, anxiety, addiction, and PTSD, and we know our partnership with Mindset will help fill that gap."

James Lanthier added: "We are pleased to receive Mackie Research Capital's support in our financing, and we are excited to share results from our ongoing animal program on our novel drugs in the upcoming months. We believe that novel, next generation psychedelic drugs engineered for optimal pharmacological and pharmacokinetic profiles have enormous potential to help patients suffering from neuropsychiatric disorders."

The securities to be offered in connection with the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Further details of the Offering and the CSE Listing will be provided in subsequent press releases of the Company.

For more information, please contact:James Lanthier, CEO Mindset Pharma Inc. jlanthier@mindsetpharma.com^[1]

Jason Atkinson, VP of Corporate Development Mindset Pharma Inc.jatkinson@mindsetpharma.com^[2]

About Mindset:

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.

Forward-looking information

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/67819^[3]

References

1. ^{^} jlanthier@mindsetpharma.com (www.newsfilecorp.com)
2. ^{^} jatkinson@mindsetpharma.com (www.newsfilecorp.com)
3. ^{^} https://www.newsfilecorp.com/release/67819 (www.newsfilecorp.com)