Biomind Research Corp. and Crosswinds Holdings Inc. Announce Definitive Agreement to Complete Reverse Takeover
Toronto, Ontario--(Newsfile Corp. - February 22, 2021) - Crosswinds Holdings Inc. (TSX: CWI) ("Crosswinds") and Biomind Research Corp. ("Biomind" or the "Company") are pleased to announce the execution of an arm's length binding definitive agreement (the "Definitive Agreement") between Biomind, Crosswinds and Crosswinds' majority shareholder, pursuant to which Crosswinds has agreed to acquire all of the issued and outstanding securities of Biomind (the "Proposed Transaction"). Following the completion of the Proposed Transaction, Crosswinds (the "Resulting Issuer") will continue the business of Biomind, being the research, development and commercialization of innovative psychotropic pharmaceutical products for the treatment of psychiatric and neurological conditions. The Resulting Issuer intends to apply to have its common shares listed and posted for trading on the NEO Exchange (the "Exchange") under the name "Biomind Labs Inc."
Biomind is a biotech research and development company aimed at transforming the ancestral therapeutic knowledge from natural psychotropic plants into novel pharmaceutical drugs and nanotech delivery systems for a variety of psychiatric and neurological conditions. Through its acceleration platform, Biomind is initially developing novel pharmaceutical sole and combined formulations of the main four natural psychedelic molecules, N, N-dimenthyltryptamine (DMT), psilocybin, mescaline and ibogaine with the aim of identifying novel pharmaceutical compounds for treating a wide range of therapeutic indications. For each of the natural psychedelic molecules, Biomind is seeking to design a library of 20-30 novel molecules in order to create an extensive portfolio of patentable molecules to be marketed by Biomind and/or licensed to large pharmaceutical companies. Through an authorized third party contract research organization (CRO), Biomind has designed six initial clinical trials of which one has already commenced and another two are anticipated to begin in early March 2021. These initial clinical trials are planned to be completed in Brazil, a jurisdiction which conducted the first randomized, placebo-controlled and government authorized clinical trial of psychedelic assisted treatment for a psychiatric disorder, thereby providing Biomind with a unique advantage to accelerate the molecule to market lifecycle. Biomind anticipates conducting additional clinical trials in the near future in Brazil as well as in Switzerland and the United States.
It is currently anticipated that Crosswinds will acquire all of the issued and outstanding ordinary shares of Biomind ("Biomind Shares") by way of a three-cornered merger pursuant to a plan of merger under the laws of the British Virgin Islands whereby a newly incorporated wholly-owned subsidiary of Crosswinds will merge with Biomind (the "Merger") with the resulting entity ("MergerCo") continuing as a wholly-owned subsidiary of Crosswinds. The Resulting Issuer will continue the business of MergerCo. The final terms and structure of the Proposed Transaction may be revised in order to give effect to applicable financial, legal, tax and securities considerations.
As consideration for the completion of the Proposed Transaction, and subject to customary adjustments, including any consolidation of the outstanding common shares of Crosswinds (the "Crosswinds Shares") that may be effected prior to closing, holders of Biomind Shares will receive such number of common shares of the Resulting Issuer (each, a "Resulting Issuer Share"), for each one (1) Biomind Share (the "Exchange Ratio"), as is equal to the issuance price of the Biomind Shares pursuant to the Concurrent Financing (as defined below), multiplied by the quotient which results when CDN$1,000,000 is divided by the fully-diluted number of Crosswinds Shares outstanding on the closing of the Proposed Transaction. The Exchange Ratio is based on a valuation of Crosswinds, on a fully-diluted basis, of CDN$1,000,000. Any outstanding options, warrants or other exchangeable or convertible securities of Biomind will be exchanged, on an equivalent basis, for securities of the Resulting Issuer.
Completion of the Proposed Transaction will be subject to the satisfaction or waiver of a number of conditions including, among others, (A) the completion of the Concurrent Financing (described below) on or before May 20, 2021, (B) receipt all necessary board, shareholder and regulatory approvals of Crosswinds and Biomind for the Proposed Transaction and related arrangements, (C) each party being satisfied with its legal and financial due diligence review of the respective party and its business; and (D) approval of the listing of the Resulting Issuer Shares on an applicable Canadian stock exchange.
It is anticipated that pursuant to the Proposed Transaction, Crosswinds will change its name to Biomind Research Inc. (the "Name Change") and continue from under the Business Corporations Act (Alberta) into British Columbia under the Business Corporations Act (British Columbia) (the "Continuance").
The Proposed Transaction is expected to close in the second quarter of 2021.
Biomind has retained Canaccord Genuity Corp. ("Canaccord") as agent and sole bookrunner, to sell, on a best efforts private placement basis, subscription receipts of Biomind (each, a "Subscription Receipt") for aggregate gross proceeds of up to approximately CDN$20,000,000 (the "Concurrent Financing").
Upon satisfaction of certain escrow release conditions customary of financings of this nature, and subject to adjustment in certain events, it is anticipated that each Subscription Receipt issued in connection with the Concurrent Financing shall be exchanged, without payment of any additional consideration and without further action on the part of the holder thereof, for one (1) Biomind Share. Upon the completion of the Proposed Transaction, holders of Biomind Shares issued upon conversion of the Subscription Receipts will be entitled to receive for each Biomind Share so held, without payment of any additional consideration and without further action on the part of the holder thereof, freely tradeable Resulting Issuer Shares in accordance with the Exchange Ratio. The issue price, as well as the definitive terms of the Subscription Receipts and Concurrent Financing will be determined in the context of the market at the time of the Concurrent Financing and will be subject to the provisions of a subscription receipt agreement, and an agency agreement to be entered into between the Company, Crosswinds and Canaccord.
Upon completion of the Proposed Transaction, the net proceeds of the Concurrent Financing are expected to be used to further develop the clinical arm of the business in Brazil, the United States and Switzerland in order to secure a global market entry for the novel pharmaceutical drugs developed by Biomind and registered under the Food and Drug Administration (FDA), European Medicines Agency (EMA), Health Canada, Brazilian Health Regulatory Agency (ANVISA), among others, and for general working capital purposes.
Biomind and Crosswinds will provide further details regarding the Concurrent Financing, including a determination of the issue price of the Subscription Receipts in due course by way of press release.
Resulting Issuer Board and Management
Subject to applicable shareholder and Exchange approvals, on completion of the Proposed Transaction it is anticipated that the board of directors and management of the Resulting Issuer will be reconstituted to include the individuals set out below. The Resulting Issuer expects to identify additional directors prior to the completion of the Proposed Transaction.
Alejandro Antalich - Chief Executive Officer and Director
Mr. Antalich is the former Chief Executive Officer of ICC Labs Inc. (TSXV), the first publicly traded company in the world to sell cannabis to a federal government. Through strategic foresight, determination, commitment, responsibility, teamwork and passion, he led ICC Labs to its successful sale to Aurora Cannabis (TSX) in November 2018. A genuine entrepreneur, born with a truly commercial instinct and vision on business growth, with expertise in the pharmaceutical industry, operations, manufacturing and product development. A savvy negotiator that manages unique relationship building skills, he led the negotiations of a multimillion transaction with one of the largest players in the cannabis space.
Oscar Leon - Chief Financial Officer
Mr. Leon is a highly experienced Certified Public Accountant with a solid background in Financial Management, Accounting, Project Finance and Risk Analysis, with extensive experience in Agriculture, Cannabis Mining and Hydropower Industries, U.S. and Canadian GAAP and IFRS knowledge and SEC and Canadian regulatory reporting and filing experience. Mr. Leon, with a strong sense of teamwork, quality and ethics, is a results-oriented individual who demonstrates his abilities to the benefit of the organization, Mr. Leon has over three decades of experience as a Certified Public Accountant and over two decades of experience as CFO, Financial Controller, Chief Accountant for several Uruguayan, Canadian and American Companies.
Juan Presa - Chief Legal Officer
Mr. Presa is an attorney at law from the Catholic University in Uruguay. He has proven experience in legal advice in different lines of business, specializing in Corporate, Commercial and International Law. He worked with companies from diverse industries such as agriculture, mining, cannabis, FinTech, and listed companies both on the New York Stock Exchange and the Toronto Stock Exchange. He also developed the business expansion of companies through South America, Asia-Pacific and Africa, and participating in mergers and acquisitions of both public and private companies, public offerings and private placement financings.
Ravi Sood - Director
Mr. Sood is managing director of Signal 8 Limited based in Toronto, Canada. Mr. Sood has been a founder of and the principal investor in several businesses in emerging markets and currently serves as Chairman of Jade Power Trust (TSXV) and Galane Gold Ltd. (TSXV) and as a director of Eve & Co Incorporated (TSXV). He was the founder and Chief Executive Officer of Navina Asset Management Inc., a global asset management firm headquartered in Toronto, Canada. Mr. Sood led the investment activities of Navina and its predecessor company, Lawrence Asset Management Inc., from its founding in 2001 until he sold the firm in 2010. Mr. Sood was educated at the University of Waterloo (B.Mathematics) where he was a Descartes Fellow and the recipient of numerous national awards.
The Crosswinds Shares are not currently listed on any stock exchange. Additional information with respect to the Concurrent Financing and the Proposed Transaction will follow in subsequent press releases.
All information contained in this press release with respect to Crosswinds and Biomind was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Crosswinds is an Alberta based company and is a reporting issuer in all provinces and territories of Canada. The Crosswinds Shares were de-listed from the Toronto Stock Exchange on March 28, 2019. Crosswinds does not currently conduct any active business operations and all former operating entities have been dissolved. Crosswinds' sole asset is cash.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For more information please contact:
Biomind Research Corp.
Alejandro Antalich, CEO
T: +598 92 251500
Crosswinds Holdings Inc.
Trumbull Fisher, CEO and Director
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Concurrent Financing, Exchange acceptance and, if applicable, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement or other disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Crosswinds should be considered highly speculative.
Certain information contained in this press release constitutes "forward-looking information", within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "aims", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "target", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward-looking statements contained in this press release include, among others, statements regarding the future operating or financial performance of Crosswinds, the anticipated completion of the Proposed Transaction, the Concurrent Financing and the Merger, the reconstitution of the Resulting Issuer Board, the completion of the Name Change and Continuance, and the listing of the Resulting Issuer Shares on the Exchange. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and Crosswinds disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
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