Mindset Pharma Announces Closing of Arrangement

Toronto, Ontario--(Newsfile Corp. - October 27, 2023) - Mindset Pharma Inc. (CSE: MSET) (FSE: 9DF) (OTCQB: MSSTF) ("Mindset" or the "Company") is pleased to announce that further to its press releases of August 31, 2023, September 22, 2023 and October 19, 2023, Otsuka Pharmaceutical Co., Ltd. ("Otsuka"), through its wholly-owned subsidiary Otsuka America, Inc. ("OAI") has acquired all of the issued and outstanding common shares (each, a "Common Share") in the capital of the Company pursuant to an arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) carried out pursuant to an arrangement agreement dated August 31, 2023, between the Company, OAI and 1435816 B.C. Ltd. (the "Arrangement Agreement").

Pursuant to the terms and conditions of the Arrangement Agreement, all holders of outstanding Common Shares are entitled to receive CA$0.75 in cash for each Common Share held immediately prior to the effective time of the Arrangement.

As previously announced, the Arrangement was approved by shareholders of the Company at its special meeting of shareholders held on October 19, 2023 and by the Supreme Court of British Columbia on October 25, 2023.

All registered shareholders of the Company must complete, sign, date and return the letter of transmittal, which has been previously mailed and is available under the Company's SEDAR+ profile at www.sedarplus.ca with accompanying Common Share certificate(s) and DRS advice-statement(s), as applicable, to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered shareholders should contact their broker or other intermediary for instructions and assistance in receiving the consideration in respect of their Common Shares.

With the completion of the Arrangement, the Common Shares will be delisted from the Canadian Securities Exchange on October 27, 2023 and from the OTCQB Venture Market and the Frankfurt Stock Exchange shortly thereafter. The Company has applied to cease to be a reporting issuer under applicable Canadian securities laws.

About Mindset Pharma Inc.

Mindset Pharma Inc. is a drug discovery and development company focused on creating optimized and patentable best-in-class innovative next-generation psychedelic medicines to treat neurological and psychiatric disorders with unmet needs. Mindset was established in order to develop next-generation pharmaceutical assets that leverage the breakthrough therapeutic potential of psychedelic drugs. Mindset is developing several novel families of next-generation psychedelic compounds, as well as an innovative process to chemically synthesize psilocybins in addition to its own proprietary compounds. The company has had a co-development agreement with the MSRD, a member of the Otsuka Pharmaceutical family of companies, covering multiple drug development programs. For further information on Mindset, please visit our website at www.mindsetpharma.com.

For further information on Mindset, please visit our website at www.mindsetpharma.com.

For more information, please contact:

Company Contact:
James Lanthier, CEO
Email: jlanthier@mindsetpharma.com

Jason Atkinson, Corporate Development
Email: jatkinson@mindsetpharma.com
Phone: 416-479-4094

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information under applicable Canadian, United States and other applicable securities laws, rules and regulations, including, without limitation, statements with respect to the delisting of Common Shares from the CSE, OTCQB and FSE and the Company's application to cease to be a reporting issuer. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Mindset's current beliefs or assumptions as to the outcome and timing of such future events. There can be no assurance that such statements will prove to be accurate, as Mindset's actual results and future events could differ materially from those anticipated in these forward-looking statements. Important factors that could cause actual results to differ materially from Mindset's expectations include risk factors as detailed from time to time and additional risks identified in Mindset's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Mindset. The forward-looking information contained in this news release is made as of the date hereof and Mindset undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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