Mind Cure Announces Non-Brokered Private Placement of up to $3 Million

VANCOUVER, BC, Nov 13, 2020 – Mind Cure Health Inc. (CSE: MCUR; OTCQB: MCURF; FRA: 6MH) (“Mind Cure” or the “Company”) wishes to announce that it will be conducting a non-brokered private placement to raise up to $3,000,000 (the “Offering”). The Offering will consist of up to 6,666,666 units at a price of $0.45 per unit (the “Units”). Each Unit will consist of one common share and one common share purchase warrant (each, a “Warrant”). Each Warrant will be exercisable into one common share in the capital of the Company at an exercise price of $0.60 per share for a period of 24 months after the date of issue.

The Offering is available to subscribers under a number of available prospectus exemptions, including the accredited investor exemption, and the Company has received subscription commitments in the aggregate amount of $3 million. It is anticipated that the Offering will close during the week of November 16, 2020.

The proceeds from the Offering will be used to further the Company’s evaluation of new product candidates, support the existing product line, increase spending for investor relations, advertising and marketing, hire and engage additional parties to help achieve the Company’s business goals and objectives and for general working capital purposes. Completion of the private placement is subject to receipt of regulatory approval, including from the Canadian Security Exchange (“CSE”). All securities issued pursuant to the Offering will be subject to hold period of four months and a day hold from the date of closing. Finders’ fees in cash and warrants may be payable in accordance with the policies of the CSE.

About Mind Cure Health Inc.

Mind Cure is a mental health and wellness company with a mission to identify, develop and commercialize products that ease suffering, increase productivity, and enhance mental health. It is the therapeutic potential of nootropics, psychoactive products, and psychedelic substances to treat the profound distress of a world suffering from a mental health crisis that led to the formation of Mind Cure.

On Behalf of the Board of Directors
Philip Tapley, Chairman, President, and CEO
Phone: 1-888-593-8995

Forward-Looking Information

Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, and may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”,“intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to: Mind Cure’s plan to complete the Offering and the terms thereof; the anticipated timing of closing of the Offering; Mind Cure’s intention to evaluate new product candidates, support existing product lines, increase spending for investor relations, advertising and marketing and to hire and engage additional parties to help achieve its business goals and objectives; Mind Cure being able to complete the Offering; the number of Units to be issued at closing of the Offering and the gross proceeds received; the timing of the closing of the Offering; the payment of any cash commissions,cash fees or issuance of warrants to finders; the exercise of warrants; and the use of net proceeds from the Offering.

Forward-looking information is based on a number of key expectations and assumptions made by Mind Cure, including, without limitation: the COVID-19 pandemic impact on the Canadian and global economy and Mind Cure’s business, and the extent and duration of such impact; Mind Cure’s ability to complete the Offering and to complete it on the proposed terms; no material change will occur before Mind Cure is able to complete the Offering; no change to laws or regulations that negatively affect Mind Cure’s business; there will be a demand for Mind Cure’s services and products in the future; all necessary approvals will be received and all conditions will be satisfied or waived; and Mind Cure will be able to operate its business as planned. Although the forward-looking information contained in this news release is based upon what Mind Cure believes to be reasonable assumptions, it cannot assure investors that actual results will be consistent with such information.

Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things, risks related to: the impacts of the COVID-19 pandemic on the Canadian and global economy, Mind Cure’s industry and its business, which may negatively impact, and may continue to negatively impact, Mind Cure and may materially adversely affect its investments, results of operations, financial condition and Mind Cure’s ability to obtain additional equity or debt financing, and satisfy its financial obligations; the ability for Mind Cure to close the Offering on the proposed terms or at all; the ability for Mind Cure to continue to list its shares on the CSE or another exchange; circumstances may change resulting in the use of proceeds set out in this news release; general economic conditions; future growth potential; common share prices; liquidity; tax risk; tax laws currently in effect remaining unchanged; ability to access capital markets; competition for mental health and wellness investments; environmental matters; and changes in legislation or regulations. Management believes that the expectations reflected in the forward-looking information contained herein are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with such forward-looking information. Additional information on the risk factors that could affect Mind Cure can be found under “Risk Factors” in Mind Cure’s final prospectus which is available on SEDAR at www.sedar.com.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management’s current beliefs and is based on information currently available to Mind Cure. The forward-looking information is stated as of the date of this news release and Mind Cure assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

United States Advisory

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), may be offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

The CSE has neither approved nor disapproved the contents of this press release and the CSE does not accept responsibility for the adequacy or accuracy of this release.

For further information: Investor Relations: investors@mindcure.com; 1-888-593-8995