(TheNewswire)
Vancouver, British Columbia – TheNewswire - April 3, 2023 – Blackhawk Growth Corp. (CSE:BLR);(Frankfurt:0JJ) (the “ Company ” or “ Blackhawk ”) is pleased to announce that, in connection withthe Company’s previously announced plan of arrangement (the “ Arrangement ”) with 1286409 B.C.Ltd. (to be renamed “MindBio Therapeutics Corp.”) (“ SpinCo ”), the Canadian SecuritiesExchange (the “ CSE ”) hasconditionally approved to list the common shares in the capital ofSpinCo (the “ SpinCo Shares ”). As announced in theCompany’s press release on January 3, 2023, the Arrangement is aspin-out transaction to be carried out by way of a statutory plan ofarrangement pursuant to the Business Corporations Act (British Columbia), whereby SpinCowill become an independent company focused on the psychedelics andmental health technologies business.
The Arrangement is expected to become effective in the coming weeks,and the Company and SpinCo are expected to commence trading asseparate companies thereafter and upon receipt of final listingapproval from the CSE. Once the listing date has been finalized, theCompany will determine the record date for distribution of SpinCoShares to the shareholders of Blackhawk pursuant to the terms of theArrangement. The SpinCo Shares will commence trading on the CSE underthe ticker symbol “MBIO”.
The Arrangementremains subject to the satisfaction of customary closing conditionsand the final approval of the CSE.
About SpinCo and MindBio TherapeuticsPty Ltd. (“MindBio”)
SpinCo is currently a wholly-ownedsubsidiary of Blackhawk that was incorporated on January 28, 2021.MindBio is a biotechnology company focused on creating novel andemerging treatments for mental health conditions. MindBio is aleader in Microdosing of psychedelic medicines and is advancing itsdrug and technology treatment intervention protocols through clinicaltrials. MindBio has developed a multi-disciplinary platform fordeveloping treatments and is involved in psychedelic medicinedevelopment, has completed Phase 1 clinical trials microdosingLysergic Acid Diethylamide (LSD) in 80 patients, has a Phase 2clinical trial in development microdosing LSD in patients with MajorDepressive Disorder and a Phase 2 clinical trial in developmentmicrodosing LSD in late stage cancer patients experiencing existentialdistress. MindBio invests in research that forms the basis fordeveloping novel and clinically proven treatments including digitaltechnologies and interventions to treat debilitating health conditionssuch as depression, anxiety and other related mental healthconditions.
About Blackhawk Growth:
Blackhawk is an investment holdingcompany looking to create substantial value for its shareholdersthrough the acquisition and development of high growth companies. Ithas focused its investments in the health, cannabis and cannabidiolindustries in both Canada and the United States. Its portfolio ofcompanies includes Sac Pharma, TERP Wholesale, Spaced Food, StableFoods, MindBio Therapeutics and Digital Mind Technology.
For further information, please contact:
Frederick Pels, Chief ExecutiveOfficer
(403)-991-7737
Cautionary Note ConcerningForward-Looking Statements:
The press release contains "forward-looking statements"within the meaning of applicable securities laws. Forward-lookingstatements can be identified by words such as: "anticipate,""intend," "plan," "budget,""believe," "project," "estimate,""expect," "scheduled," "forecast,""strategy," "future," "likely,""may," "to be," "could,""would," "should," "will" and similarreferences to future periods or the negative or comparableterminology, as well as terms usually used in the future andconditional. Examples of forward-looking statements in this newsrelease, without limitation, include: (i) the intended completion ofthe Arrangement, including the satisfaction of closing conditions;(ii) the expected date for completion of the Arrangement; (iii) therenaming of SpinCo to, “Mindbio Therapeutics Corp.”; (iv) SpinCosatisfying all the requirements of the CSE; (v) the CSE providingfinal approval of the proposed Arrangement and the listing of theSpinCo Shares; (vi) the proposed trading of the shares of the Companyand SpinCo as separate companies; and (vii) the expected date forcommencement of trading of the shares of the Company and SpinCo. Theseforward-looking statements are based on assumptions as of the datethey are provided. However, there can be no assurance that suchassumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that couldcause the Company's actual results and financial conditions to differmaterially from those indicated in the forward-looking statements.Therefore, you should not rely on any of these forward-lookingstatements. Important risk factors that could cause actual results andfinancial conditions to differ materially from those indicated in theforward-looking statements, include among others: general economic,market and business conditions in Canada and Australia; marketvolatility; unforeseen delays in timelines for any of the transactionsor events described in this press release, including the Arrangement;the risk of regulatory changes that may impact the business of theCompany or SpinCo; failure of management of the Company or SpinCo toexecute their respective business strategies; the inability to receiveall the necessary approvals to complete the Arrangement; and allconditions of the arrangement agreement and plan of arrangement beingsatisfied by the parties. All forward-looking information is qualifiedin its entirety by this cautionary statement.
The Companydisclaims any obligation to revise or update any such forward-lookingstatement or to publicly announce the result of any revisions to anyof the forward-looking information contained herein to reflect futureresults, events or developments, except as required by law.
Neither theCanadian Securities Exchange nor its Regulation Service Provider (asthat term is defined in the policies of the Canadian SecuritiesExchange) accepts responsibility for the adequacy or accuracy of thisrelease.
This announcementdoes not constitute an offer, invitation or recommendation tosubscribe for or purchase any securities and neither this announcementnor anything contained in it shall form the basis of any contract orcommitment. In particular, this announcement does not constitute anoffer to sell, or a solicitation of an offer to buy, securities in theUnited States, or in any other jurisdiction in which such an offer orsolicitation would be unlawful.
The securitiesreferred to herein have not been and will not be registered under theUnited States Securities Act of 1933, as amended (the "U.S.Securities Act"), or any state securities laws. The securitiesto be issued in connection with the Arrangement are anticipated to be issued inreliance upon available exemptions from such registration requirementspursuant to Section 3(a)(10) of the U.S. Securities Act and applicablestate securities laws.
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