(TheNewswire)
Vancouver, British Columbia - TheNewswire – December 15, 2021 –Blackhawk Growth Corp. (CSE:BLR )(CNSX:BLR.CN) ( Frankfurt:0JJ) ( “ Blackhawk ”), is pleased to announce that itintends to undertake a spin-out transaction whereby the shares of itswholly owned subsidiaries MindBio Therapeutics Pty. Ltd. and DigitalMind Technology Pty Ltd. will form an independent company to focussolely on the psychedelics business. As part of the spin-out process,a new subsidiary of Blackhawk (“ SpinCo ”) will becreated, which will hold all of the above-named subsidiaries. SpinCois to be renamed MindBio Therapeutics Corp.
MindBio Therapeutics Corp. will be an independentpublic company focused on the psychedelic sector and mental healththerapies. All shareholders of Blackhawk will receive one common sharein MindBio Therapeutics Corp. for every share held in Blackhawk, on apro rata basis, based on a record date that is expected to be set inearly 2022.
Shareholders must hold Blackhawk shares at the recorddate to qualify to receive shares of MindBio Therapeutics Corp. in thedistribution. This transaction will help to unlock the substantialvalue of the existing investments made by Blackhawk in thepsychedelics sector and will allow the business to be operatedindependently.
The spinout transaction is expected to complete duringthe second quarter of 2022 and will be subject to approvals fromBlackhawk shareholders and the Canadian Securities Exchange(“CSE”).
MindBio Therapeutics Corp. will be a leadingmultidisciplinary company that combines clinical research from a tierone university, technology and digital therapies. It will be fullyfunded for its clinical trial program for Phase 2 Psychedelic clinicaltrials for late-stage cancer patients and Phase 1 digital healthclinical trials for treating chronic pain. It is also expected to havesurplus working capital which it will use towards meeting its listingrequirements and may raise further funds on its own to broaden itsclinical trial program and expand its psychedelic clinicsinternationally.
“We believe the spin-out of MindBio and Digital Mind will be very beneficial toshareholders”, said Frederick Pels, CEO of Blackhawk. “Theproposed spin-out is an excellent opportunity for shareholders tomaximize the value of their Blackhawk holdings. The goal of thistransaction is to unlock further value of the assets by allowing it tobe developed separately, in a sector focussed public company by askilled and experienced management team. It is important to note thatto become a shareholder of MindBio, investors will have to be ashareholder of Blackhawk as of the record date. I look forward toupdating our shareholders as the progress of the spin-out develops.”
Colin Keating, CEO of MindBio, said: “Combining ourteam with leading assets in clinical trials and digital therapies, MindBio is positioned to be a leader in the areaof medical psychedelics and mental therapies. The spin-out and listingof MindBio on the CSE will allow the company to accelerate expansionactivities and bring new products and solutions to market for treatinga variety of mental health conditions. In light of the higher companyvaluations of our peer group in the United States, our goal is tocreate more shareholder value by bringing this company to the publicmarkets and exposing it to a much broader audience.”
Upon completion of the proposed spinout transaction,Blackhawk will continue to hold 100% interests in TERP Wholesale LLC,Trip Pharma Inc., Sac Pharma Partners Inc., NuWave Foods, Spaced Foodsand Noble Hemp Line as well as an equity stake in Gaia Grow (CSE:GAIA)and a 51% interest in LeichtMind.
Proposed Management and Board ofDirectors of MindBio Therapeutics Corp.
It is anticipated that the board of directors andmanagement of MindBio Therapeutics Corp. will include:
Gavin Upiter – Chairman
Mr. Upiter has over 25 years of experience leadingcompanies in the pharmaceutical sector. Engineering qualified, priorto founding Generic Health, a leading generic pharmaceutical companythat was sold to Lupin Pharmaceuticals, Mr. Upiter started hisexecutive career at Bristol Myers Squibb. He was Australian chiefexecutive officer of Amneal Pharmaceuticals and executive director ofSlade Health, Australia's leading hospital pharmacy chain. Mr. Upiterfounded Directo, Australia's first on-line pharmaceutical B2B(business-to-business) marketplace for pharmacies andsuppliers.
Dr. Zena Burgess, PhD, FAICD,FAPS -Director
Dr. Burgess has a strong interest in the future ofhealth care. She serves as the chief executive officer of theAustralian Psychologists Society and formerly served as chiefexecutive of the Royal Australian College of General Practitioners.She is a member of the international advisory board ofConnext2MyDoctor and the telehealth influencers alliance. She is alsoa director of the Australian Patients Association and chair of theboard subcommittee on governance and risk of the Victorian FarmersFederation. Dr. Burgess has substantial experience serving on boardsof government entities. She holds a PhD in psychology from theAustralian Catholic University and a Master of Business Administrationfrom Monash University and a master of education from La TrobeUniversity. She has a wealth of experience in health changes andstrategic advocacy to governments.
Justin Hanka – Director
Mr. Hanka is in investment banking and financing ofmergers and acquisitions and capital markets transactions. He isnon-executive director of EonX, a financial technology company,non-executive director of Goldcar (a Europcar company listed on theEuronext in France), non-executive director of the Digital TribesCompany, an IT (information technology) digital transformation companyheadquartered in Sweden.
He is an experienced executive, having served as chiefoperating officer for iSelect and having sold Helpmechoose as itschief executive officer to Mortgage Choice. Mr. Hanka's expertisespans the pharmaceutical and health sectors, includingpharmaceuticals, pharma technologies, fintechs, digital transformationand technology, influencer marketing, health and wellness,entertainment, and e-commerce.
Colin Keating - Chief ExecutiveOfficer
Mr. Keating is an experienced chief executive officerand managing director, having led publicly listed Hogg Robinson GroupAustralia (London Stock Exchange) and BuyMyPlace (AustralianSecurities Exchange), both large, private, technology-ledorganizations, and has also held senior global leadership positionswith the likes of American Express. With over 25 years experience inboth established and scale-up businesses, Mr. Keating possesses ademonstrable record in driving growth, shaping organizational cultureand delivering shareholder value.
His experience is broad and varied, having workedacross multiple industries, including financial services and payments,corporate travel, property tech, health tech, data management andwealth management. Mr. Keating also has deep experience working in andadvising organizations on strategic initiatives such as capitalraising, merger and acquisition activities, initial public offerings,and exit strategies. Having worked in the United Kingdom, Hong Kongand the United States, Mr. Keating's global experience will be ofenormous benefit to MindBio Therapeutics as the business grows bothdomestically and across international markets.
About MindBio Therapeutics Pty Ltd.(“MindBio”)
MindBio is a clinical-stage drug development companythat is pioneering psychedelic microdosing research and is advancingemerging therapies to treat a range of debilitating health conditionssuch as depression, anxiety, chronic pain, cognitive impairment andPTSD (posttraumatic stress disorder).
In a world's first clinical trial of its kind, MindBiois currently conducting Phase 1 clinical trials, that is over 50%complete, at a tier 1 university in a safety study of 80 participantsmicrodosing LSD to patients. The study has received regulatoryapproval and government funding for theimporting of LSD, laboratory work using the drug and approvals forparticipants to be prescribed the drug; and then patients take thedrug at home as they would any other medication. Approvals have alsobeen received for two phase 2 clinical trials involving microdosingLSD in late-stage cancer patients experiencing end-of-lifedistress.
MindBio is also pioneering the development of microdoseformulations and a range of technology and artificial intelligenceapplications to ensure the safe dosage, use and administration ofpsychedelic medicines in the community. Early indications show thatLSD is tolerated well in microdoses and has a lower side effectprofile than the currently prescribed antidepressant drugs. MindBiohas a detailed roadmap to conduct further clinical trials, includingwith other psychedelic substances, and a clear plan to bring newlycreated intellectual property to market and commercialization.
About Digital Mind Technology PtyLtd. (“Digital Mind”)
Digital Mind is a clinical trial stage companydeveloping digital interventions to treat mentalhealth conditions. It successfully completed a pilot randomizedcontrolled trial with 69 patients of an on-line mindfulness-basedprogram for people diagnosed with melanoma. Digital Mind's clinicaltrial protocol was developed by leading scientist Dr. Russell at amajor Australian university.
Dr. Russell joined the psycho-oncology research team atthe Peter MacCallum Cancer Centre in Melbourne, Australia, evaluatingsupportive care interventions for people affected by cancer. In 2018,Dr. Russell was awarded her PhD from Deakin University, Australia.Coupling with her personal interest in mindfulness practices and herprofessional experience in psycho-oncology, Dr. Russell's PhD researchwas designed to determine whether a mindfulness program could benefitpeople with melanoma.
The focus of the program was to empower participants tomanage their health by promoting awareness of emotions and teachingskills to manage distressing thoughts. Central to the success of theprogram was the flexibility offered to participants to access theinformation at their own convenience. Dr. Russell is dedicated toexpand from this early research to build an evidence base informingthe development of self-guided interventions promoting the mentalhealth of people affected by cancer and other chronicconditions.
Digital Mind has both the intellectual property, withover five years of quality research intellectual property and thecapital to finance its operations. The company will conduct phase 1clinical trials of mindfulness-based digital programs for peoplerequiring pain management to avoid or reduce the impact on mentalhealth. The clinical trials will be fully compliant with the U.S. Foodand Drug Administration's (FDA) protocol.
Digital Mind is also working to develop digitalplatforms (mobile, smart watch and Web) that provides clinicallyproven mindfulness-based digital programs to help patients to dealwith pain. These clinical programs have the potential to be providedto patients via health professionals in a clinical setting.
Digital intervention technologies are one of thefastest growth areas in the treatment and prevention of mental healthconditions. Financing for technology companies that are developingapplications to treat behavioural, mental and brain health exceeded$5.3-billion (U.S.) to Q3 in 2021.
About Blackhawk Growth
Blackhawk is an investment holding company looking tocreate substantial value for its shareholders through the acquisitionand development of high growth companies. It has focused itsinvestments in the health, cannabis and cannabidiol industries in bothCanada and the United States. Its portfolio of companies includes SacPharma, LeichtMind Clinics, Noble Hemp, Spaced Food, NuWave Foods,MindBio Therapeutics and Digital Mind Technology.
The Company diligently posts updates through videosfrom the official company YouTube channel https://www.youtube.com/channel/UCs4f2tt3yAvOGhNLjgNOy-A
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For further information please contact:
Frederick Pels, Chief ExecutiveOfficer
(403)-991-7737
Cautionary NoteRegarding Forward-Looking Statement
All statements in this pressrelease, other than statements of historical fact, are “forward-looking information”with respect to the Company within the meaning of applicablesecurities laws, including with respect to the proposed spinouttransaction and future operations of Digital Mind Technology Pty Ltd.and MindBio Therapeutics Pty Ltd. The Company provides forward-lookingstatements for the purpose of conveying information about currentexpectations and plans relating to the future and readers arecautioned that such statements may not be appropriate for otherpurposes. By its nature, this information is subject to inherent risksand uncertainties that may be general or specific and which give riseto the possibility that expectations, forecasts, predictions,projections or conclusions will not prove to be accurate, thatassumptions may not be correct and that objectives, strategic goalsand priorities will not be achieved. These risks and uncertaintiesinclude but are not limited those identified and reported in theCompany’s public filingsunder the Company’s SEDAR profile at www.sedar.com. Although theCompany has attempted to identify important factors that could causeactual actions, events or results to differ materially from thosedescribed in forward-looking information, there may be other factorsthat cause actions, events or results not to be as anticipated,estimated or intended. There can be no assurance that such informationwill prove to be accurate as actual results and future events coulddiffer materially from those anticipated in such statements. TheCompany disclaims any intention or obligation to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise unless required by law.
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