Vancouver, British Columbia, May 19, 2025 – MindBio Therapeutics Corp. (the “Company” or “MindBio”) (CSE:MBIO) is pleased to announce that it has completed its previously announced (May 12, 2025) non-brokered private placement and debt settlements effective May 19, 2025.

 

Private Placement

 

The Company completed a non-brokered private placement (the “Offering”) of 9,292,038 common shares of the Company (the “Shares”) at a price of $0.010 per Share for aggregate gross proceeds of $92,920. The proceeds from the Offering are expected to be used for working capital and general corporate purposes. All Shares issued in connection with the Offering are subject to restrictions on resale until September 20, 2025 in accordance with applicable securities laws.  

 

The Company paid a cash finder's fee of $7,434 in connection with the Offering to eligible finders in accordance with the policies of the CSE and applicable securities laws. Such finders fees represented a cash commission of 8% on proceeds received from subscribers introduced to the Company by the finder.

 

Debt Settlement

 

The Company is also pleased to announce that it has settled an aggregate of approximately $1,839,275 in outstanding debt of the Company through the issuance of 183,927,545 Shares at a price of $0.010 per Share (the “Shares for Debt Transaction”). The debt settled in the Shares for Debt Transaction relates to certain due and owing unsecured loans and payables. All Shares issued pursuant to the Shares for Debt Transaction are subject to restrictions on resale until September 20, 2025 in accordance with applicable securities laws.  

 

Certain insiders of the Company participated in the Shares for Debt Transaction, and the participation of these insiders is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that no securities of the Company are listed on specified markets and the fair market value of the debt being settled by interested parties does not exceed 25% of the Company’s market capitalization.

 

Restricted Stock Units

 

On May 15, 2025, the Company’s Board of Directors approved the issuance of an aggregate of 7,600,000 Restricted Stock Units ("RSUs") to three of its directors in lieu of cash compensation for their service. A further 11,700,000 RSUs were issued to four individual staff and contractors of the Company in lieu of cash compensation.  The RSUs vest upon the occurrence of a "Vesting Event" as defined in the applicable RSU grant agreements. Upon vesting, one share in the capital of the Company will be issued for each vested RSU held.

   

About MindBio Therapeutics
MindBio Therapeutics Corp. (CSE: MBIO; Frankfurt: WF6) is a clinical-stage biopharmaceutical company, focused on developing novel psychedelic-based medicines for mental health disorders. With a commitment to scientific rigor and patient accessibility, MindBio is pioneering the use of microdosing to provide safe, effective, and scalable treatments for conditions such as depression, anxiety, and other psychological challenges. The company’s mission is to improve global mental health outcomes through innovative, evidence-based treatment that is accessible and affordable.

 

MindBio invests in research that forms the basis for developing novel and clinically proven treatments including digital technologies and interventions to treat debilitating health conditions.

 

ON BEHALF OF THE BOARD OF DIRECTORS

 

“Justin Hanks”

Justin Hanka, CEO and Director

 

For further information, please contact:

 

Attention:         Justin Hanka, CEO and Director Telephone:         +61 433140886 Email:                 justin@mindbiotherapeutics.com   Media Inquiries Attention:        Kristina Spionjak Email:                pr@hlthcommunications.com

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to the use of proceeds from the Offering. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Such forward-looking information is based on numerous assumptions, including among others, that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information also involves known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, reliance on key management and other personnel, and the risk factors with respect to the Company set out in the Company’s filings with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.  The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.