(TheNewswire)
Vancouver, British Columbia – TheNewswire - November 7 th 2022 – Blackhawk Growth Corp.(CSE:BLR ) ; ( Frankfurt:0JJ) ( “ Blackhawk ”), is pleased to announce thatfurther to its press release dated December 15, 2021, it intends tocomplete a spin-out transaction via a plan of arrangement under the Business CorporationsAct (British Columbia) (the “ Spin-out Transaction ”) whereby the shares of its wholly owned subsidiaries,MindBio Therapeutics Pty. Ltd. (“ MindBio ”) andDigital Mind Technology Pty Ltd. (“ Digital Mind ” andtogether with MindBio, the “ Spin-outSubsidiaries ”) will form an independentcompany to focus on the psychedelics and mental health technologiesbusiness. Both Spin-out Subsidiaries are Australian-based companies,existing under the Corporations Act, Commonwealth of Australia. As part of the Spin-out Transaction, a subsidiary of Blackhawk (“ SpinCo ”) will become the parent company of theSpin-out Subsidiaries. SpinCo is to be renamed, “ MindBio Therapeutics Corp. ” (the “ ResultingIssuer ”) and concurrent with the Spin-outTransaction, will apply to have its common shares listed on theCanadian Securities Exchange (the “ CSE ”).
The Resulting Issuer will focus on the psychedelicsector and mental health therapies using assisted technologies. Allholders of common shares in the capital of Blackhawk (the“ BlackhawkShares ”) as of the distribution date (the“ DistributionDate ”) will receive one common share in theResulting Issuer for every Blackhawk Share held, on a pro rata basis.Blackhawk will provide further updates on the Distribution Date in duecourse.
Blackhawk will hold an annual special shareholdersmeeting on 22 December 2022 (the“ Meeting ”) where the holders of the Blackhawk Shares will be ablevote on the Spin-out Transaction. The record date for shareholders entitled to vote at the Meeting will be 17 November 2022.
Blackhawk and Spinco expect to enter into anarrangement agreement to effect the Spin-out Transaction and theexpected closing date of the Spin-out Transaction is the first quarterof 2023; the completion of the Spin-out Transaction will be subject toconditions customary of a transaction of this nature, including but not limited to: approval from theholders of the Blackhawk Shares; regulatory approvals, including thatof the CSE for the listing of the common shares of the ResultingIssuer; and obtaining interim and final courts orders from the SupremeCourt of British Columbia approving the Spin-out Transaction.
“ This is a significantmilestone for Blackhawk and Mindbio” Said Frederick Pels CEO,Blackhawk Growth. “ The goal of thistransaction is to unlock further value of the assets by allowing it tobe developed separately, in a sector focused public company by askilled and experienced management team andensure shareholders continue to benefit from the growth of bothcompanies .”
Justin Hanka, Co-Founder of MindBio said “We haveworked hard with our scientific and advisory teams for a number ofyears to progress novel research through clinical trials and to realise value for shareholders. We aim toprovide hope to sufferers of debilitating mental health conditions bydeveloping new treatments and scaling and commercialising into theprimary health care system.”
Upon completion of the proposed Spin-out Transaction,Blackhawk will continue to hold 100% interests in TERP Wholesale LLC,Sac Pharma Partners Inc., Stable Foods, Blum Distributors Ltd., SpacedFoods as well as an equity stake in Gaia Grow (CSE:GAIA).
Management and Board of Directors ofMindBio Therapeutics Corp.
The anticipated board of directors and management ofthe Resulting Issuer shall be comprised of:
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 – Co-Founder and ChiefExecutive Director
Mr. Hanka is an Australia based investment banker withexpertise in financing of mergers and acquisitions and capital marketstransactions. He is non-executive director of EonX (CSE:EONX), afinancial technology company, non-executive Chairman of BlackhawkGrowth Corp (CSE:BLR) and non-executive director of Goldcar (aEuropcar company listed on the Euronext in France),
Mr. Hanka is an experienced executive, havingpreviously served as Chief Operating Officer for iSelect (ASX:ISU) andhaving sold Helpmechoose as its Chief Executive Officer to MortgageChoice, acquired by REA Group (ASX:REA). Mr. Hanka's expertise spansthe pharmaceutical and health sectors, including pharmaceuticals,pharma technologies, health insurance, banking and finance products,fintechs, digital transformation and technology, influencer marketing,health and wellness, entertainment, and e-commerce.
John Dinan – CFO
Mr Dinan has held positions as CFO and CompanySecretary of listed and unlisted Financial services entities as wellas Infrastructure investment groups. He has also been the chair ofAustralia’s largest superannuation trustee company and also been theChief risk officer of a major listed trustee company. In thiscapacity, he ran the Risk and compliance committees and implementedthe frameworks that ensured compliance with the many ASIC and APRALicenses. Mr Dinan has also been a member of a number of consortiumsthat have bided for public offered infrastructure assets, typicallyheading up the finance and tax streams of the consortiums. A Fellow ofthe Australian CPAs, Mr Dinan resides in Melbourne and is currentlythe CFO of a private family office as well as the company secretary ofa number of entities listed on the Canadian Stock Exchange.
Financial Information
The financial information of the Resulting Issuer shallbe provided in accordance with the policies of the CSE in a subsequentpress release upon the entry of the Arrangement Agreement.
About MindBio
MindBio is a clinical-stage biotechnology company thatis 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, in April2022, MindBio completed a Phase 1 Clinical Trial, microdosing lysergicacid diethylamide (“ LSD ”) in 80 participants. The study receivedregulatory approval and government funding for the importing of LSD,laboratory work using the drug and approvals for participants to beprescribed the drug, and for patients to take the drug at home as theywould any other medication. A Phase 2 clinical trial of microdosingLSD in patients with major depressive disorder is planned for Q1 2023. A Phase 2 clinical trial microdosing LSD in late stage cancerpatients is also planned to begin in Q1 2023.
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. Early indications show that LSD is toleratedwell in microdoses and has a lower side effect profile than thecurrently prescribed antidepressant drugs. MindBio has a detailedroadmap to conduct further clinical trials, including with other psychedelic substances, and a clear plan tobring newly created intellectual property to market andcommercialization.
About 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 is developing mindfulness based practicesand technologies for further clinical research and is assistingMindBio in developing a digital intervention for a psychedelicsmicrodosing treatment protocol in mental health patients in Phase 2clinical trials.
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.
Blackhawk diligently posts updates through videos fromthe official company YouTube channel https://www.youtube.com/channel/UCs4f2tt3yAvOGhNLjgNOy-A
Please join the conversation on our Blackhawk groupsupporter’s telegram group at https://t.me/Blackhawkgrowthcorp and visit us online at https://www.blackhawkgrowth.com .
For further information please contact:
Frederick Pels, Chief ExecutiveOfficer
(403)-991-7737
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This press release contains“forward-looking statements” within the meaning of applicablesecurities laws. Forward-looking statements can be identified by wordssuch as: “anticipate,” “intend,” “plan,” “budget,”“believe,” “project,” “estimate,” “expect,”“scheduled,” “forecast,” “strategy,” “future,”“likely,” “may,” “to be,” “could,”, “would,”“should,” “will” and similar references to future periods orthe negative or comparable terminology, as well as terms usually usedin the future and the conditional. Examples of forward-lookingstatements in this news release include the: (i) the anticipatedspin-out of the Spin-out Subsidiaries and the completion of theSpin-out Transaction; (ii) the listing of the common shares of theResulting Issuer on the CSE; (iii) the business of the ResultingIssuer; (iv) the consideration to be paid to the shareholders ofBlackhawk in connection with the Spin-out Transaction; (v) theanticipated Record Date and meeting of the shareholders of Blackhawkand further information regarding the Distribution Date to be providedin the future; (vi) the entry into an arrangement agreement; (vii) theclosing conditions for the completion of the Spin-out Transaction;(viii) the Resulting Issuer unlocking further value of assets as anindependent listed entity; (x) the development of new treatments inthe mental health space; (xi) the anticipated board and management ofthe Resulting Issuer; (xii) the release of financial information in afuture press release; (xiii) Phase 2 clinical trials to be held by inQ1 2023 for microdosing LSD patients; (xiv) pioneering development ofmicrodose formulations and the anticipated benefits; (xv) thedevelopment of mindful based practices and technologies by DigitalMind. These forward-looking statements are based on assumptions as ofthe date they are provided, including assumptions that the Spin-outTransaction will be consummated in accordance stated herein, anarrangement agreement will be reached, all conditions of the Spin-outTransaction will be fulfilled, the execution of the businessstrategies by the management of both companies, the Resulting Issuerunlocking values as an independent company, no adverse regulatorychanges to the companies’ industries, general market and financialeconomic stability, and that all necessary regulatory and shareholderapprovals being obtained. However, there can be no assurance that suchassumptions will reflect the actual outcome of such items or factors.
Additionally, there are known andunknown risk factors that could cause the Resulting Issuer’s andBlackhawk’s actual results and financial conditions to differmaterially from those indicated in the forward-looking statements. Therefore, youshould not rely on any of these forward-looking statements. Importantrisk factors that could cause actual results and financial conditionsto differ materially from those indicated in the forward-lookingstatements include, among others: that regulatory approval, includingthat of the CSE, is not obtained; that the closing conditions forcompletion of the Spin-out Transaction are not satisfied; generaleconomic, market and business conditions in Canada, Australia, andglobally; market volatility; management’s inability to implement itsbusiness plan; unforeseen delays in the timelines for any of thetransactions or events described in this press release; and the riskof regulatory changes that may impact the business of the ResultingIssuer. All forward-looking information is qualified in its entiretyby this cautionary statement, and Blackhawk disclaims any obligationto revise or update any such forward-looking statement or to publiclyannounce the result of any revisions to any of the forward-lookinginformation contained herein to reflect future results, events ordevelopments, except as required by law.
Neither the CSE nor its Regulation Service Provider (as that term isdefined in the policies of the CSE) accepts responsibility for theadequacy or accuracy of this release.
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