Quick Take:
- Mindset Pharma Inc. announced that they have completed their business combination with the company formerly known as North Sur Resources Inc.
- As a result of the merger, former Mindset shareholders own approximately 62.3% of the issued and outstanding common shares of North Sur.
Vancouver, British Columbia–(Newsfile Corp. – September 15, 2020) – Mindset Pharma Inc. (formerly, North Sur Resources Inc.) (the “Company“) is pleased to announce that it has completed its previously announced business combination with Mindset Pharma Inc. (“Mindset“). The business combination was carried out pursuant to the terms of a share exchange agreement (the “Share Exchange Agreement“) dated July 31, 2020, pursuant to which the Company acquired all of the issued and outstanding common shares in the capital of Mindset, in exchange for the issuance of 32,140,823 common shares in the capital of the Company to the former Mindset shareholders (the “Transaction“). As a result of the Transaction, the former Mindset shareholders own approximately 62.3% of the issued and outstanding common shares in the capital of the Company on an undiluted basis.
At Mindset we continue to advance our mission to develop and make available optimized, next-generation psychedelic medicines for the treatment of neuropsychiatric indications with unmet needs and the closing of this merger, coupled with the oversubscription of North Sur’s related financing, is another mark of our progress. Led by a team of top scientists, Mindset has discovered new psychedelic drugs along with a complementary synthesis process and we have filed 3 patents, synthesized 30 compounds and developed strong evidence substantiating the efficacy of our novel chemical entities.
Our transaction with North Sur will assist us in the ongoing development of these innovations as well as expanding our platform with additional intellectual property generation. The mental health crisis is desperately in need of new validated, science-based approaches and Mindset is committed to leading the discovery and development of molecular solutions to these pervasive neuropsychiatric problems.”
James Lanthier – CEO of Mindset
Name Change
In connection with the Transaction, the Company changed its name to “Mindset Pharma Inc.” in accordance with the Business Corporations Act (British Columbia), and adopted a new CUSIP number – 60268M102.
Directors and Management
The Company also announces the resignation of Mr. Robert Falls as Chief Executive Officer and a director of the Company as well as the resignations of Messrs. Ming Jang and Raymond Wladichuk as directors of the Company. The Company would like to thank Messrs. Falls, Jang and Wladichuk for their valuable contributions to the Company and wish them the best in their future endeavours.
The Company is pleased to announce the appointment of Mr. James Lanthier as Chief Executive Officer of the Company, Mr. Arvin Ramos as Chief Financial Officer of the Company and Ms. Jessica Whitton as Corporate Secretary of the Company. In connection with the closing of the Transaction, the board of directors of the Company was reconstituted to consist of Messrs. Richard Patricio, Joseph Araujo, James Passin, and Philip Williams.
A brief biograph of each of the members of the newly appointed board of directors and management team of the Company are as follows:
James Lanthier, CEO
Mr. Lanthier is a seasoned technology executive with strong expertise in corporate finance, public markets and M&A. Most recently, he was co-founder and CEO of Future Fertility, an innovative early stage developer of artificial intelligence (AI) applications for human infertility. As a C-Suite executive, Mr. Lanthier has assisted in the growth and successful exit of several technology-enabled businesses through the public markets, including Mood Media, the world’s largest in-store media provider, and Fun Technologies, a pioneer in online casual games.
Arvin Ramos, Chief Financial Officer
Mr. Ramos holds a degree in commerce and is a member of the Chartered Professional Accountants of Ontario. Mr. Ramos has over 17 years of business experience, having supported a broad range of industries, including mining, technology and banking. Mr. Ramos serves as chief financial officer of several junior mining companies.
Richard Patricio, Chairman
Mr. Patricio is a graduate of Osgoode Hall Law School and is a member of the Law Society of Ontario. He previously worked at a large Toronto-based law firm before moving in-house at a TSX-listed manufacturing company. Mr. Patricio has been involved with the founding and growth of many resource-based issuers and presently sits on the Board of several public issuers listed on the TSX, TSXV, CSE and ASX,
Jessica Whitton, Corporate Secretary
Ms. Whitton practices corporate and securities law and advises both public and private issuers. Ms. Whitton holds a Bachelor of Laws from the University of Southampton, and her Certificate of Qualification from the Federation of Law Societies and a Bachelor of Arts (Honours) from Queen’s University. Ms. Whitton is a Member of the Law Society of Ontario. Previously, Ms. Whitton served as Interim CEO of QcX Gold Corp. (formerly First Mexican Gold Corp.). Ms. Whitton currently serves as Corporate Secretary of QcX Gold Corp. and Generic Gold Corp.
Joseph Araujo, Chief Science Officer & Director
Mr. Araujo is the CEO of InterVivo Solutions, which is focused on optimizing translational services to facilitate the development and approval of novel central nervous system (CNS) drugs. He has graduate training in pharmacology at the University of Toronto and has more than 35 refereed publications and several invited presentations, which focus on natural aged canine models of human diseases. In addition, he has co-founded, held executive level positions and consulted for Life Science companies including CanCog Technologies, Vivocore, Karyopharm Therapeutics, NPMPharma, Ketogen, and Epione Animal Health and done extensive research examining psychoactive drugs.
James Passin, Director
Mr. Passin is the founder and Chief Executive Officer of BioVaxys Inc., a clinical-stage bio pharma developing antiviral and anticancer vaccine platforms. He is a former hedge fund and private equity fund manager at FGS Advisors, LLC, an affiliate of New York-based Firebird Management LLC. He has 20 years of experience as a professional investor, a deep experience of financing and developing venture-stage companies, and directed and managed over $155 million of equity and debt investment into biotech companies including Avax Technologies, Inc., one of the world’s first cellular immunotherapeutic vaccine companies. Mr. Passin is a director of several public companies, including Blockchain Holdings, Ltd. and BDSec JSC, is a Chartered Market Technician and member of the CMT Association.
Philip Williams, Director
Mr. Williams brings more than 15 years of mining and finance industry experience. His diverse work experience includes roles in corporate development, as a sell-side research analyst, in fund management and most recently as managing director of investment banking focused on the metals and mining sector. As a research analyst at Westwind Partners, Mr. Williams worked with a team that covered a range of commodities including precious and base metals, diamonds and uranium. In late 2008, he joined Pinetree Capital, a natural resource focused investment fund, in the role of VP Business Development. During his time there, he was responsible for analyzing and monitoring investments and was also appointed to the board of directors of several investee companies. In 2012, he joined Dundee Capital Markets (now Eight Capital) in the investment banking group. As a Managing Director, he successfully completed equity financings across a wide range of commodities and was a named advisor on multiple M&A transactions.
The Company has begun the preparation of listing documents for a proposed application to list its securities on the Canadian Securities Exchange (the “CSE Listing“).
Further details of the CSE Listing will be provided in subsequent news releases.
About Mindset
Mindset is an Ontario-based pharmaceutical discovery and development company, focused on creating novel and patentable medicinal therapeutics for the treatment of neurological and psychiatric disorders with unmet needs.
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Forward-looking information
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance, or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.