Clearmind and Medigus, the investor, intend to form a joint venture in the field of food industry, based on Clearmind's unique psychedelics IP
TORONTO,February 8, 2022-- Clearmind Medicine Inc. (CSE:CMND, FSE: CWY0, OTCMKTS: CMNDF)(“Clearmind” or the "Company"), a psychedelic medicine biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and under-treated health problems, announced today it has signed an agreement for a private placement. With gross proceeds to the Company of approximately CAD$1.6 million (or USD$1.25 million),the investment will be made by Medigus Ltd. (Nasdaq: MDGS), a technology company engaged in advanced medical solutions, innovative internet technologies and electric vehicle and charging solutions.
Clearmind and Medigus intend to form a joint venture in the food industry field, based on Clearmind's unique psychedelics intellectual property (the “IP”). The joint venture expects to focus on the product development of food supplements (the “Products”),on the basis of the IP, as well as obtaining the necessary regulatory approvals to enable the registration and distribution of the Products in certain targeted countries.
TheCompany will issue Medigus 1,987,344 units (the “Units”) at a subscription price of CAD$0.80 per Unit (the “Subscription Price”). Each Unit is comprised of one common share of the Company (each a “CommonShare”) and one Common Share purchase warrant (each, a “Warrant”)exercisable into one additional Common Share at a price per Common Share ofCAD$2.00, exercisable for a period of 18 months from issuance. approximately CAD$960,000of the gross proceeds will be paid for in cash and approximately CAD$640,000 of the gross proceeds (the “Share Exchange Proceeds”) will be satisfied through the issuance to the Company of that number of American DepositoryShares of Medigus arrived at by dividing the Share Exchange Proceeds by US$1.20. Additionally, Medigus will be entitled to 10% of the initial equity of a potential venture in the area of psychedelics, based on a research project currently conducted according to an agreement between the Company and the commercialization arm of a leading Israeli academic institution.
About Clearmind Medicine Inc.
Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.
TheCompany’s intellectual portfolio currently consists of four patent families. TheCompany intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.
Shares of Clearmind are listed for trading on the Canadian Securities Exchange under the symbol "CMND", the Frankfurt Stock Exchange under the symbol “CWYO” and on the OTC Markets under the symbol "CMNDF".
For further information, please contact:
Investor Relations,
Email: invest@clearmindmedicine.com
Telephone: (604) 260-1566
General Inquiries,
FORWARD-LOOKING STATEMENTS:
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include submission of the relevant documentation within the required timeframe to the satisfaction of the relevant regulators and raising sufficient financing to complete the Company's business strategy. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, 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 into early-stage companies inherently carries a high degree of risk, and investment into securities of the Company shall be considered highly speculative.
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 province in which such offer, solicitation or sale would be unlawful. 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 absent registration or an applicable exemption from registration requirements.
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