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VANCOUVER, BC, Aug. 4, 2023 /CNW/ - Mind Cure Health Inc. (CSE: MCUR) (OTCQB: MCURF) (FRA: 6MH) ("Mind Cure" or the "Company") is pleased to announce that in connection with the Company's previously announced reverse takeover transaction (the "Proposed Transaction") with LNG Holdings Inc. (formerly known as LNG Energy Group Inc.) ("LNG Energy"), LNG Energy closed its private placement of 44,577,350 subscription receipts of LNG Energy (the "Subscription Receipts") at a price of $0.50 per Subscription Receipt (the "Subscription Receipt Financing") for aggregate gross proceeds of approximately $22.5 million.
The proceeds from the Subscription Receipt Financing will be used in connection with the Proposed Transaction and for general corporate purposes. For more information concerning the terms of the Subscription Receipt Financing, please see the news release of the Company dated June 9, 2023.
Canaccord Genuity Corp., Eight Capital and Haywood Securities Inc. acted as agents (collectively, the "Agents") in the Subscription Receipt Financing. Cassels, Brock & Blackwell LLP (Canadian counsel), Clifford Chance LLP (US counsel), Dentons LLP (Colombian counsel) and Nauth PLC (US counsel) acted as legal advisors to LNG Energy. Wildeboer Dellelce LLP represented the Agents and Farris LLP represented Mind Cure.
LNG Energy is a private company focused on the acquisition of natural gas production and exploration assets in Latin America. For more information, please visit www.lngenergygroup.com.
Mind Cure was historically a life sciences company focused on innovating and commercializing new ways to promote healing and improve mental health.
On Behalf of the Board of Directors
Philip Tapley, CEO
Phone: 1-888-593-8995
Neither the Canadian Securities Exchange (the "CSE") nor the TSX Venture Exchange (the "TSXV") has in any way passed upon the merits of the Proposed Transaction, nor has either the CSE or the TSXV approved or disapproved the contents of this news release. Neither the CSE, the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Mind Cure and LNG Energy with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the expected use of proceeds from the Subscription Receipt Financing, and (iii) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Mind Cure and LNG Energy's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Mind Cure and LNG Energy believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Mind Cure and LNG Energy. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; applicable parties entering into lockup and resale restriction arrangements on the terms disclosed herein; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Mind Cure and LNG Energy and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Mind Cure and LNG Energy have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Mind Cure and LNG Energy do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. All information contained in this news release with respect to Mind Cure and LNG Energy was supplied by the Mind Cure or LNG Energy respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
SOURCE Mind Cure Health Inc.
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