(TheNewswire)
Vancouver, British Columbia - January3, 2023 – Blackhawk Growth Corp. (CSE:BLR);(Frankfurt:0JJ) (the “ Company ” or“ Blackhawk ”) is pleased to announce that the shareholders ofBlackhawk (the “ BlackhawkShareholders ”) have voted in support of theproposed plan of arrangement (the “ Arrangement ”)involving Blackhawk and 1286409 B.C. Ltd (“ SpinCo ”), a whollyowned subsidiary of Blackhawk, and two of the Company’s wholly ownedsubsidiaries, MindBio Therapeutics Pty Ltd. (“ MindBio ”) andDigital Media Technology Pty Ltd (“ Digital ”), wherebySpinCo will become an independent company focused on the psychedelicsand mental health technologies business, in which MindBio and Digitalwill be wholly-owned subsidiaries of SpinCo.
Approval of Arrangement atShareholder Meeting
The spin-out transaction will be carried out by way ofa statutory plan of arrangement (the “ Spin-Out ”) pursuantto the Business CorporationsAct (British Columbia). Approximately 99.9% ofthe casted votes of the Blackhawk Shareholders passed the ArrangementResolution (as defined in the Information Circular of the Companydated November 30, 2022) – exceeding the necessary threshold of twothirds of votes needed by Blackhawk Shareholders to approve theArrangement – and thus, approving the Arrangement. The Company willseek a final order from the Supreme Court of British Columbia on orabout January 5, 2023 with respect to the Arrangement.
Blackhawk Shareholders also passed an ordinaryresolution approving the stock option plan of SpinCo (the“ Stock OptionPlan ”). The Stock Option Plan stipulates thatSpinCo will adopt a 20% Fixed Number of Shares Stock Option Plan whichreserves for issuance pursuant to the exercise of stock options ofSpinCo, a specified number of SpinCo Shares, up to a maximum of 20% ofthe Company’s issued SpinCo Shares as at the date of the StockOption Plan. This option to purchase common shares in Spin-Co may begranted to directors, officers, employees and consultants of SpinCo orany of its subsidiaries or affiliates.
CSE Listing Application
In addition, SpinCo will apply to have its commonshares (the “ SpinCoShares ”) listed on the Canadian SecuritiesExchange (“ CSE ”) and to become a reporting issuer in the Provinces ofBritish Columbia, Alberta, and Ontario. The listing on the CSE will besubject to SpinCo meeting and satisfying all of the requirements ofthe CSE. Upon receipt of conditional approval from the CSE, theCompany will set a record date for the issuance of securities pursuantto the Arrangement (the “ Arrangement Record Date ”).
Issuance of Shares Pursuant to theArrangement
In connection with the Arrangement, the shares ofDigital will be transferred from Blackhawk to SpinCo and the SpinCoShares will be spun-out to Blackhawk Shareholders as of theArrangement Record Date and in accordance with the terms andconditions of the plan of arrangement entered into between the Companyand SpinCo. SpinCo will therefore become the parent company of bothMindBio and Digital, and will be renamed, “MindBio TherapeuticsCorp.”.
Pursuant to the completion of the Arrangement,Blackhawk Shareholders will be entitled to receive one SpinCo Shareand one class A common share of Blackhawk (the “ New Blackhawk Share ”) for each common share of Blackhawk (the “ Blackhawk Share ”)held as of the Arrangement Record Date. Upon the setting of theArrangement Record Date, the transfer agent of the Company will mailout to the applicable Blackhawk Shareholders a letter of transmittal(the “ Letter ofTransmittal ”) in which each BlackhawkShareholder will be able to exchange their current Blackhawk Sharesfor one New Blackhawk Share and one SpinCo Share – the issuance ofthe SpinCo Share and New Blackhawk Share will take place upon theclosing date of the Arrangement.
The New Blackhawk Shares will be listed on the CSE andBlackhawk will continue to be a reporting issuer listed on the CSE.The New Blackhawk Shares shall have identical features and rights asthe Blackhawk Shares. Other than returning the Letter of Transmittal,no further action will need to be taken by the Blackhawk Shareholdersto receive their respective SpinCo Shares and New BlackhawkShares.
About SpinCo, MindBio andDigital:
SpinCo is currently a wholly-ownedsubsidiary of Blackhawk that was incorporated on January 28, 2021.MindBio is a mental health company creating novel and emergingtreatments for mental health conditions. MindBio has developed amulti-disciplinary platform for developing treatments and is involvedin psychedelic medicine development, and has completed Phase 1clinical trials microdosing LSD in 80 patients, has two Phase 2clinical trials in development and is also developing technology tointegrate with wearables to collect biometric data in mental healthpatients taking psychedelic medicines. MindBio invests in researchthat forms the basis for developing novel and clinically proventreatments for debilitating health conditions such as depression,anxiety, PTSD and chronic pain. Digital is a mental health technologycompany that is creating digital interventions to prevent poor mentalhealth outcomes in cancer patients.
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, LeichtMind Clinics, Noble Hemp, SpacedFood, NuWave Foods, MindBio Therapeutics and Digital MindTechnology.
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
Cautionary Note ConcerningForward-Looking Statements:
The press release contains "forward-lookingstatements" within the meaning of applicable securities laws.Forward-looking statements 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 similar references to future periods or thenegative or comparable terminology, as well as terms usually used inthe future and conditional. Example of forward-looking statements inthis news release include: (i) the intended completion of theArrangement of SpinCo; (ii) the Company seeking a final orderapproving the Arrangement; (iii) the submission of the listingapplication of SpinCo with the CSE; (iv) SpinCo satisfying all therequirements of the CSE; (v) the setting of the Arrangement RecordDate; (vi) the renaming of SpinCo to, “Mindbio TherapeuticsCorp.”; (vii) the mailing out of the Letter of Transmittal by thetransfer agent of the Company; and (viii) the issuance of the SpinCoShares and New Blackhawk Shares to the Blackhawk Shareholders. 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 factorsthat could cause the Company's actual results and financial conditionsto differ materially from those indicated in the forward-lookingstatements. Therefore, you should not rely on any of theseforward-looking statements. Important risk factors that could causeactual results and financial conditions to differ materially fromthose indicated in the forward-looking statements, include amongothers: general economic, market and business conditions in Canada andAustralia; market volatility; unforeseen delays in timelines for anyof the transactions or events described in this press release,including the Arrangement; the risk of regulatory changes that mayimpact the business of the Company or SpinCo; failure of management ofthe Company or SpinCo to execute their respective business strategies;the inability to receive all the necessary approvals to complete theArrangement; and all conditions of the arrangement agreement and planof arrangement being satisfied by the parties. All forward-lookinginformation is qualified in 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.
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