Vancouver, British Columbia – TheNewswire - May 12, 2025 – MindBio Therapeutics Corp. (the “Company” or “MindBio”) (Frankfurt: WF6), (CSE:MBIO), a clinical stage biopharma company targeting depressive illnesses currently in multiple late stage Phase 2B clinical trials is pleased to announce that as a result of strong support from its lenders, shareholders and investors, it has initiated a proposed package of financing and debt settlements which should position the Company well to embrace the opportunities in front of it in 2025.

 

Private Placement

 

The Company recently completed a private placement for gross proceeds of $174,783 and is now announcing a non-brokered private placement (the “Offering”) of up to 11,000,000 common shares of the Company (the “Shares”) at a price of $0.010 per Share for aggregate gross proceeds of up to $110,000. The proceeds from the Offering are expected to be used for working capital and general corporate purposes.

 

The Offering is expected to close on or around April 17, 2025, and is conditional on the satisfaction of customary conditions, including the approval of the Canadian Securities Exchange (the “CSE”). The Company may pay a finder's fee in connection with the Offering to eligible finders in accordance with the policies of the CSE and applicable securities laws. Such finders fees are expected to consist of a cash commission of up to 8% of the gross proceeds of the Private Placement, which may also be settled by the issuance of Shares at $0.010 per Share. All Shares issued in connection with the Offering will be subject to restrictions on resale for a period of four-months-and-one-day in accordance with applicable securities laws.  

 

Debt Settlement

 

The Company is also pleased to announce that it is working with certain creditors to settle an aggregate of up to $1,839,275 in outstanding debt of the Company through the issuance of up to 183,927,545 Shares at a price of $0.010 per Share (the “Shares for Debt Transaction”). The debt being settled in the Shares for Debt Transaction relate to certain unsecured loans that are due and owing. Upon finalizing agreements with its creditors, the Company will issue a subsequent news release outlining the precise amount of debt settled and the number of Shares issued on closing.

 

Completion of the Shares for Debt Transaction is subject to the finalization of definitive agreements with its creditors and other customary closing conditions, including the approval of the CSE. The Company intends to close the Shares for Debt Transaction at the same time as the Offering. The Shares to be issued pursuant to the Shares for Debt Transaction will be subject to restrictions on resale for a period of four-months-and-one-day from their date of issuance in accordance with applicable securities laws.  

 

Insiders may participate in the Shares for Debt Transaction and the participation of insiders will be considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely 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.

   

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 regulated, take-home use of psychedelic medicines with a focus on microdosing in clinical trials 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.

 

ON BEHALF OF THE BOARD OF DIRECTORS

“Justin Hanka”

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 completion of the Offering and Shares for Debt Transactions; the expected gross proceeds of the Offering and expected debt settlements under the Shares for Debt Transactions; the receipt of all necessary regulatory and other approvals, including approval of the CSE; the use of proceeds from the Offering; and the anticipated date for closing of the Offering and Shares for Debt Transactions. 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.