/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, June 8, 2023 /CNW/ - Mind Cure Health Inc. (CSE: MCUR) (OTCQB: MCURF) (FRA: 6MH) ("Mind Cure", the "Company" or the "Resulting Issuer" following the completion of the Proposed Transaction (as defined below)) and LNG Energy Group Inc. ("LNG Energy") are pleased to provide an update on the previously announced arrangement agreement dated May 5, 2023 (the "Original Arrangement Agreement") pursuant to which Mind Cure will acquire all of the issued and outstanding common share in the capital of LNG Energy in exchange for the issuance of one (1) post-consolidation common share in the capital of the Resulting Issuer (each, a "Resulting Issuer Share") for every one (1) LNG Share, by way of a plan of arrangement under the laws of British Columbia under the Supreme Court of British Columbia (the "Proposed Transaction").
Effective as of the date hereof, Mind Cure and LNG Energy have entered into an amended and restated arrangement agreement (the "A&R Arrangement Agreement") to amend and restate the Original Arrangement Agreement. The terms and conditions of the A&R Arrangement Agreement are substantially similar to those of the Original Arrangement Agreement and the A&R Arrangement Agreement was entered into so as to reflect certain revised structuring considerations in the implementation of the Proposed Transaction. Such revised structuring considerations include removing the name change of the Company from a step in the plan of arrangement pursuant to the A&R Arrangement Agreement such that it will occur as soon as possible after closing of the Proposed Transaction and in connection with the expected continuance of the Resulting Issuer from the Province of British Columbia to the Province of Ontario.
Further details regarding the Proposed Transaction are set out in the Company's press release dated May 5, 2023 and the A&R Arrangement Agreement, each of which will be located under the Company's SEDAR profile at www.sedar.com.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and securityholder approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
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
Neither the CSE nor the TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor 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, and (ii) 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 the Resulting Issuer. 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; 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.
SOURCE Mind Cure Health Inc.
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