(TheNewswire)
Vancouver, Canada – TheNewswire - April 26 , 2023 – Blackhawk Growth Corp. (CSE:BLR) (FSE:0JJ) (“ Blackhawk ” or the “ Company ”) is pleased to announce theCompany’s previously announced spinout of its wholly-ownedsubsidiary 1286409 B.C. Ltd. (to be renamed MindBio TherapeuticsCorp.) (“ SpinCo ”) by way of a statutory plan of arrangement (the“ Arrangement ”) is expected to be effective on or around May 1,2023 (the “ Effective Date ”)and the Company and SpinCo are expected to commence trading asseparate companies on the Canadian SecuritiesExchange (the “ CSE ”) on or about May5, 2023. The common shares of SpinCo (each, a“ SpinCo Share ”) will trade the ticker symbol“MBIO” and the New Blackhawk Shares (as defined below) will tradeunder the ticker symbol “BLR”.
The Arrangement remains subject to the satisfaction ofclosing conditions, including, the final approval of the CSE.
Pursuant to the terms of Arrangement, at the EffectiveDate, Blackhawk will re-designate its common shares (“ Blackhawk Shares ”)as Class A common shares without par value, (the “ Blackhawk Class A Shares ”) and create a new class consisting of an unlimited numberof common shares without par value with terms and special rights andrestrictions identical to those of the Blackhawk Shares,being the “ New Blackhawk Shares ”. Each holder of Blackhawk Class AShares (“ Blackhawk Shareholders ”) at April 28, 2023,being the record date, will receive one New Blackhawk Share and onecommon share of SpinCo (each, a “ SpinCo Share ”) inexchange for each Blackhawk Class AShare .
Pursuant to the Arrangement, registered BlackhawkShareholders will receive a letter of transmittal (each a“ Letter ofTransmittal ”) with information on how tosurrender certificates or direct registration system (DRS) statementsrepresenting the Blackhawk Class A Shares (formerly the BlackhawkShares) to the Company’s depositary, Odyssey Trust Company(“ Odyssey ”). All Shareholders who submit a completed Letter ofTransmittal along with their respective share certificate(s) or DRSstatement(s) to Odyssey, will receive certificates or DRS statementsrepresenting the New Blackhawk Shares and the SpinCo Shares to whichthey are entitled under the Arrangement. Shareholders whose BlackhawkClass A Shares are registered in the name of a nominee (such as abroker, investment dealer, bank, trust company or other registeredholder) should contact their nominee for instructions. An electronic copy of the Letter of Transmittal is accessibleunder Blackhawk’s profile on SEDAR at www.sedar.com . BlackhawkShareholders can additionally request a copy of the Letter ofTransmittal from Odyssey at www.odysseytrust.com/ca-en/help.
Further information regarding the Arrangement isavailable in the Company’s management information circular datedNovember 30, 2022, a copy of which is available under Blackhawk’sprofile on SEDAR at www.sedar.com .
About SpinCo, MindBio TherapeuticsPty Ltd. (“MindBio”) and Digital Media Technology Pty Ltd(“Digital”):
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 has anotable presence in microdosing of psychedelic medicines and isadvancing its drug and technology intervention protocols throughclinical trials. MindBio has developed a multi-disciplinary platformfor developing 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, LeichtMind Clinics, Noble Hemp, SpacedFood, NuWave Foods, MindBio Therapeutics and Digital MindTechnology.
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, without limitation, include: (i) the intendedcompletion of the Arrangement, including the satisfaction ofclosing conditions ; (ii) the Effective Date of theArrangement; (iii) the renaming of SpinCo to, “Mindbio TherapeuticsCorp.”; (iv) SpinCo satisfying all requirements of the CSE; (v) theCSE providing final approval for the listing of the SpinCo Shares;(vi) the proposed trading of the shares of the Company andSpinCo as separate companies; and (vii) the expecteddate for commencement of trading of the shares of the Companyand SpinCo . These forward-looking statements are basedon assumptions as of the date they are provided. However, there can beno assurance that such assumptions will reflect the actual outcome ofsuch 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 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 beissued in reliance upon available exemptions from such registrationrequirements pursuant to Section 3(a)(10) of the U.S. Securities Actand applicable state securities laws.
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