Clearmind Medicine Announces Closing of US$7.5 Million Public Offering and Uplisting to the Nasdaq Capital Market

VANCOUVER, Nov. 17, 2022 (GLOBE NEWSWIRE) — Clearmind Medicine Inc. (Nasdaq and CSE: CMND), (FSE: CWY) (“Clearmind” or the “Company”), a biotech company focused on discovery and development of novel psychedelic-derived therapeutics to solve major undertreated health problems, today announced the closing of its underwritten public offering of 1,153,847 common shares at a price to the public of US$6.50 per share (CAD$8.65), for aggregate gross proceeds of US$7.5 million, prior to deducting underwriting discounts and offering expenses. The closing occurs following a 1-for-30 reverse stock split, which was effective at 5:30 p.m. on September 30, 2022.

In addition, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase up to 173,077 additional common shares, equal to 15% of the number of shares sold in the offering solely to cover over-allotments, if any. The public purchase price per additional common share will be US$6.50 per share (CAD$8.65). If Aegis exercises the option in full for common shares, the total gross proceeds of the offering including the overallotment are expected to be approximately US$8.6 million before deducting underwriting discounts and commissions and offering expenses. All securities sold as part of the offering may not be sold, transferred, hypothecated or otherwise traded on or through facilities of Canadian Securities Exchange or otherwise in Canada or for the benefit of a Canadian resident until March 18, 2023.

Aegis Capital Corp. acted as sole book-running manager for the offering.

Additionally, Aegis has received 57,692 underwriter warrants, each such warrant entitling the agents to receive one common share upon payment of US $8.125 per share, exercisable six (6) months after the commencement of sales of this offering and expiring on a date which is no more than five (5) years after the commencement of sales of the offering.

A registration statement on Form F-1 (No. 333-265900) relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission (the “SEC”) on November 14, 2022. The offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained on the SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by email at [email protected], or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.