Clearmind Medicine Closes US$3.5 Million Public Offering

Clearmind Medicine Inc. (NASDAQ: CMND / CSE: CMND / FSE: CWY), a biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve major under-treated health problems, today announced the closing of its United States only public offering made on a reasonable best efforts basis with gross proceeds to the Company of approximately US$3.5 million, before deducting placement agent fees and other expenses payable by the Company. The offering consisted of 4,505,718 common shares and pre-funded warrants and 4,505,718 common warrants. The common warrants are immediately exercisable, will expire five years from the date of issuance and have an exercise price of US$0.78 per common share. Each common share (or pre-funded warrant in lieu thereof) was sold together with one common warrant at a combined purchase price of US$0.78 per share (or US$0.779 per pre-funded warrant after reducing US$0.001 attributable to the exercise price of the pre-funded warrants) but were issued separately. The common warrants and pre-funded warrants are not listed on any exchange.

The Company expects to use the net proceeds from the offering, for general corporate purposes, which may include operating expenses, research and development, including clinical and pre-clinical testing of its product candidates, working capital, future acquisitions and general capital expenditures.

The offering was not made in Canada and no Canadian residents participated.

Aegis Capital Corp. is acted as exclusive placement agent for the offering.

A registration statement on Form F-1 (File No. 333-270859) relating to the offering of the securities was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on April 3, 2023. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Aegis Capital Corp., 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by telephone at (212) 813-1010 or by email at syndicate@aegiscap.com. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.

The company’s intellectual portfolio currently consists of 13 patent families. The company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.