MYND Life Sciences Announces Shares for Debt Transaction

Rhea-AI Summary

MYND Life Sciences (CSE: MYND) (OTC Pink: MYNDF), a clinical-stage life sciences company focused on depression treatments, has announced a shares for debt transaction to settle outstanding debt of $2,273,062.30. The company will issue 22,730,623 common shares at a deemed price of $0.10 per share to creditors, including certain related parties.

The shares will be subject to a four-month plus one day hold period as per Canadian Securities Exchange policies. The transaction qualifies as a 'related party transaction' under MI 61-101 but is exempt from valuation and minority shareholder approval requirements as the shares are not listed on specified markets and the fair market value doesn't exceed 25% of the company's market capitalization.

Positive

• Reduction of $2.27M in outstanding debt obligations through equity conversion
• No immediate cash outlay required for debt settlement

Negative

• Significant share dilution with issuance of 22.7M new shares
• Related party transaction indicates internal funding challenges
• Low share price of $0.10 suggests challenging market conditions

Vancouver, British Columbia--(Newsfile Corp. - February 11, 2025) - MYND Life Sciences Inc. (CSE: MYND) (OTC Pink: MYNDF) ("MYND" or the "Company") a clinical-stage life sciences company committed to the development and commercialization of drug therapies and diagnostics to improve the monitoring and treatment of depression, today announced that it has entered into shares for debt agreements (the "Agreements"), to satisfy an aggregate of $2,273,062.30 of the Company's outstanding debt (the "Indebtedness") related to loan, fees including all principal, accrued and unpaid interest, costs payments outstanding. An aggregate of 22,730,623 common shares in the capital of the Company (the "Shares") at a deemed price of $0.10 per Share are proposed to be issued to the creditors. The creditors include certain related parties of the Company, including, (collectively, the "Related Parties").

The Shares issued pursuant to the shares for debt agreements will be subject to a four month plus one day hold period pursuant to the policies of the Canadian Securities Exchange.

The shares for debt transaction involving the Related Parties will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Shares are not listed on a market specified in MI 61-101, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the Shares does not exceed 25% of the Company's market capitalization. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transaction.

About MYND Life Sciences (MYND)

MYND Life Sciences Inc. is a clinical-stage life sciences company focused on developing and commercializing drug therapies, along with a proprietary biomarker test, to diagnose and monitor the effectiveness of treatments for Major Depressive Disorder (MDD) and Treatment-resistant Depression (TRD). MYND's proprietary biomarker for depression has the potential to support personalized patient management strategies, leveraging the company's unique intellectual property and offering the possibility of near-term revenue opportunities. MYND is developing this test with the goal of being the first test to market of its kind, targeting depression, where there is a tremendous unmet need. For more information, you can visit www.myndsciences.com.

For more information please contact: Lih Ming Tam, CFO
Email: ir@myndsciences.com
Phone: 604-813-9795
Web: www.myndsciences.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240507

FAQ

How much debt is MYNDF converting to shares in February 2025?

MYND Life Sciences (MYNDF) is converting $2,273,062.30 of outstanding debt into shares.

What is the price per share for MYNDF's debt conversion transaction?

The debt is being converted at a deemed price of $0.10 per share.

How many new shares will MYNDF issue for the debt conversion?

MYNDF will issue 22,730,623 common shares to settle the outstanding debt.

What is the hold period for the new MYNDF shares issued in the debt conversion?

The shares will be subject to a four month plus one day hold period as per Canadian Securities Exchange policies.

Does MYNDF's debt conversion require minority shareholder approval?

No, the transaction is exempt from minority shareholder approval as the fair market value doesn't exceed 25% of the company's market capitalization.