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.
About LNG Energy Group Inc.
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.
About Mind Cure Health Inc.
Mind Cure was historically a life sciences company focused on innovating and commercializing new ways to promote healing and improve mental health.