Clearmind Medicine Inc.Announces Broker-Free Private Placement and Stock Option Grant
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Toronto, Ontario – (Newsfile Corp. – May 27, 2021) – Clearmind Medicine Inc. (CSE: CMND) (“Clear mind“or the”Company“), a psychedelic medicine biotechnology company focused on discovering and developing new psychedelic-derived therapies to address widespread and underserved health issues, today announced its intention to raise a minimum of 3,750 000 USD and a maximum of 6,000,000 USD (the “Gross product“) through a private placement without intermediary (the”Private placement“). The Private Placement will consist of a minimum of 5,000,000 and a maximum of 8,000,000 units of the Company (“Units“) at a price of $ 0.75 per unit. Each unit will consist of one common share of the company (“Common share“) and a common share purchase warrant (“To guarantee“), each warrant that may be exercised to acquire one common share of the company (a”Share of warrants“) at an exercise price of $ 1.25 per share with warrant for a period of eighteen (18) months following the closing of the private placement. Insiders of the company may participate in the private placement. Insiders of the company may participate in the private placement in an amount equal to 20% of the private placement.
The Company expects the Private Placement to close around June 15, 2021. The net proceeds of the Private Placement will be mainly used by the Company for the implementation of its R&D plan.
The ordinary shares and warrants issued in connection with the private placement will be subject to a statutory holding period of four months plus one day from the date of issue, in accordance with applicable securities legislation.
The Company expects to pay finder’s fees in connection with this financing, payable in cash, up to 10% of the gross proceeds, or a combination of cash in an amount equal to 5% of the gross proceeds and this number of warrants. equivalent to 5% of the units sold (“Research mandates“). Each warrant may be exercised against one common share (each being a”Share Finder“) at an exercise price of $ 1.00 per Action Finder for a period of eighteen (18) months following the closing of the Private Placement.
In addition, the Company wishes to announce that, in accordance with the terms of the Company’s stock option plan, it has granted a total of 2,350,000 options (the “Options“), with an exercise price of $ 0.75, of which 300,000 options were issued to directors and officers and the remainder to consultants of the Company. 133,333 of the options, issued to consultants, will vest immediately and the remainder of the options will vest twelve (12) equal quarterly installments over a 36 month period, with one twelfth of the options vesting at the end of each quarter with the first vesting on August 31, 2021.
About Clearmind Medicine Inc.
Clearmind is a psychedelic medical biotechnology company focused on the discovery and development of novel psychedelic derivative therapies to address widespread and underserved health issues, including alcohol use disorders. Its main goal is to research and develop compounds derived from psychedelics and try to market them as regulated drugs, foods or supplements.
The company’s intellectual portfolio currently consists of two patent families, one for regulators of excessive behavior and the other for an alcoholic beverage substitute. Within these two families, the Company holds two US patents, one European patent, and has authorized pending applications in China and India and pending divisional applications in Europe and the United States related to regulators of excessive behavior; and a European patent and pending applications in the United States, China and India relating to the family of alcoholic beverage substitutes.
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This press release may contain forward-looking statements and information based on current expectations. These statements should not be interpreted as guarantees of future performance or results. Such statements involve risks, uncertainties and other known and unknown factors which could cause actual results, performance or achievements to differ materially from those implied by such statements. These statements include submitting the relevant documentation on time to the satisfaction of the relevant regulatory authorities and raising sufficient funds to carry out the business strategy of the company. There is no certainty that any of these events will occur. Although these statements are based on reasonable assumptions of management, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
Investing in start-up companies inherently involves a high degree of risk and investing in securities of the Company should be considered highly speculative.
This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any province where such an offer, solicitation or sale would be illegal. The securities issued or to be issued under the private placement have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States upon no registration or applicable exemption from registration requirements.
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