Mindset Pharma Announces Upsize of Bought Deal to $7.5 Million

March 22, 2021

TORONTO, March 22, 2021 /CNW/ - Mindset Pharma Inc. (CSE: MSET) (FSE: 9DF) (OTCQB: MSSTF) ("Mindset" or the "Company") is pleased to announce that in connection with its previously announced bought deal public offering, the Company and Canaccord Genuity Corp., as sole bookrunner and lead underwriter (the "Lead Underwriter"), on behalf of a syndicate of underwriters (together with the Lead Underwriter, the "Underwriters"), have agreed to increase the size of the offering. The Company will now issue an aggregate of 10,000,000 units of the Company (each, a "Unit") at a price of $0.75 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $7,500,000 (the "Offering").

Each Unit shall consist of one common share in the capital of Mindset (each, a "Common Share") and one Common Share purchase warrant of Mindset (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $1.10 per Common Share for a period of thirty-six (36) months from the Closing Date (as defined herein).

The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 1,500,000 Units (the "Over-Allotment Units") at the Issue Price, to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable at any time, in whole or in part, for a period of thirty (30) days after and including the Closing Date (as defined herein), which, if exercised in full, would result in additional gross proceeds of $1,125,000 to the Company.

As consideration for their services to be provided in connection with the Offering, the Underwriters will receive a cash commission equal to 7.0% of the gross proceeds of the Offering and such number of broker warrants of the Company (the "Underwriters' Warrants") as is equal to 7.0% of the number of Units sold pursuant to the Offering. Each Underwriters' Warrant shall entitle the holder thereof to acquire one Unit at the Issue Price for a period of thirty-six (36) months from the Closing Date (as defined herein).

The Units (including the Over-Allotment Units issuable upon exercise of the Over-Allotment Option) will be offered by way of a short form prospectus to be filed in all Provinces of Canada, except Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The Offering is expected to close on or about April 8, 2021 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange and the applicable regulatory authorities.

The net proceeds of the Offering will be used for the expansion of Mindset's current pipeline of propriety compounds, further pre-clinical testing of its current compounds, advancement of Mindset's psilocybin synthesis process, formulation development chemistry and for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Mindset Pharma Inc.

Mindset Pharma Inc. is a drug discovery and development company focused on creating optimized and patentable next-generation psychedelic medicines to treat neurological and psychiatric disorders with unmet needs. Mindset was established to develop next generation pharmaceutical assets that leverage the breakthrough therapeutic potential of psychedelic drugs. Mindset is developing several novel families of next generation psychedelic compounds, as well as an innovative process to chemically synthesize psilocybin along with its own proprietary compounds. www.mindsetpharma.com

Forward-Looking Information

This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as "will", "intends", "scheduled", "to be" and "may be" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the filing of the short form prospectus in each of the provinces of Canada (except Québec); the completion of the Offering, the intended use of the net proceeds therefrom, and the anticipated closing date thereof; that the Units may be offered in jurisdictions outside of Canada. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the ability of the Company to complete the Offering on acceptable terms or at all; the receipt of all necessary regulatory and other approvals or consents; the ability of the Company to successfully implement its strategic plans and initiatives and whether such strategic plans and initiatives will yield the expected benefits; approvals and authorizations from regulatory authorities, and the timing thereof. Although the Company believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive there from. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: conditions in the psychedelic pharmaceutical industry; fluctuations in market conditions, including in securities markets; economic factors; the risk that the Offering will not be completed as anticipated or at all, including the risk that the Company will not receive the approvals necessary in connection with the Offering; the ability of management to execute its business strategy, objectives and plans; and the impact of general economic conditions and the COVID-19 pandemic in Canada. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form for the financial year ended June 30, 2020 dated March 5, 2021. The forward-looking information included in this news release is made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by applicable law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.