LNG Energy Group - Capital/Financing Update 2021

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise . This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These 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 in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act (“ U.S. Persons ”)) except in accordance with the Underwriting Agreement (as defined herein) and pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. Persons. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Company at the registered office of the Company at 422 Richards Street, Suite 170, Vancouver, British Columbia V6B 2Z4, 519 381-3050, and are also available electronically at www.sedar.com.

SHORT FORM PROSPECTUS

New Issue

February 3, 2021

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MIND CURE HEALTH INC.

$20,000,400 33,334,000 Units

$0.60 per Unit

This short form prospectus (this “ Prospectus ”) qualifies the distribution (the “ Offering ”) of 33,334,000 units (the “ Units ”) of Mind Cure Health Inc. (the “ Company ” or “ Mind Cure ”) at a price of $0.60 per Unit (the “ Offering Price ”) for aggregate gross proceeds to the Company of $20,000,400 pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated as of January 27, 2021 among the Company, Canaccord Genuity Corp. (the “ Lead Underwriter ”), as lead underwriter and bookrunner, and Stifel Nicolaus Canada Inc. (together with the Lead Underwriter, the “ Underwriters ”). The Offering Price and certain other terms of the Offering were determined by arm’s length negotiation between the Company and the Lead Underwriter, with reference to the prevailing market price of the common shares of the Company (the “ Common Shares ”) on the Canadian Securities Exchange (the “ CSE ”). The Units will be offered in each of the provinces of Canada, other than Québec (collectively, the “ Offering Jurisdictions ”). See “ Plan of Distribution ”.

Each Unit consists of one Common Share (each, a “ Unit Share ”) and one-half of one common share purchase warrant of the Company (each whole Common Share purchase warrant a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment and acceleration in certain circumstances, one common share of the Company (each, a “ Warrant Share ”) at an exercise price of $0.80 (the “ Exercise Price ”) until the date that is 60 months following the Closing Date (as defined herein) (the “ Warrant Expiry Date ”) circumstances. The Warrants will be governed by a warrant indenture (the “ Warrant Indenture ”) to be entered into on the Closing Date between the Company and Computershare Trust Company of Canada (the “ Warrant Agent ”), as warrant agent. The Unit Shares and the Warrants comprising the Units will separate immediately upon the closing of the Offering. See “ Description of Securities Being Distributed ”.

The Common Shares are currently listed for trading on the CSE under the symbol “ MCUR ” on the Börse Frankfurt - Frankfurt Stock Exchange (the “ FWB ”) under the symbol “ 6MH ” and on the OTCQB under the symbol “ MCURF ”. The

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closing price of the Common Shares on the CSE, the FWB and the OTCQB on January 20, 2021, the last trading day prior to the announcement of the Offering, was $0.69, €0.445 and US$0.545, respectively.

The Company has given notice to the CSE to list the Unit Shares, the Warrants, the Warrant Shares, the Compensation Warrant Shares (as defined herein) and the Corporate Finance Shares (as defined herein) on the CSE. Listing will be subject to the Company fulfilling all of the listing requirements of the CSE. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “ Risk Factors ”.

Per Unit Total Offering(3)	Price to the Public $0.60 $20,000,400	Underwriters’ Fee(1) Net Proceeds to the Company(2) $0.036 $0.564 $1,200,024 $18,800,376

Notes:

(1) Pursuant to the terms of the Underwriting Agreement, the Underwriters will receive a cash commission (the “ Underwriters’ Fee ”) equal to $0.036 per Unit, or 6% of the gross proceeds of the Offering, including in respect of any gross proceeds raised on the exercise of the OverAllotment Option (as defined herein), subject to a reduced fee equal to 3% for Units sold to certain purchasers designated by the Company on a president’s list (the “ President’s List ”). In addition the Underwriters will receive such number of compensation warrants (the “ Compensation Warrants ”) as is equal to 6% of the number of Units issued pursuant to the Offering, including any Units sold on the exercise of the Over-Allotment Option), subject to a reduced number of Compensation Warrants equal to 3% for Units sold to investors on the President’s List. Each Compensation Warrant shall be exercisable to acquire one common share of the Company (a “ Compensation Warrant Share ”) at an exercise price of $0.60 per Compensation Warrant Share, for a period of 60 months following the Closing Date, subject to adjustment in certain events. Pursuant to the Underwriting Agreement, the Company also agreed to pay to the Lead Underwriter a corporate finance fee of $250,000 (the “ Corporate Finance Fee ”), such Corporate Finance Fee to be payable as to $125,000 in cash and as to $125,000 by the issuance of 208,333 common shares of the Company (the “ Corporate Finance Shares ”) at the Offering Price. This Prospectus qualifies the distribution of the Compensation Warrants and the Corporate Finance Shares. See “ Plan of Distribution ”.
(2) After deducting the Underwriters’ Fee (assuming no President’s List sales) and the Corporate Finance Cash Fee, but before deducting expenses of the Offering, which are estimated to be approximately $375,000 and will be paid by the Company from the proceeds of the Offering. See “ Use of Proceeds ”.
(3) The Company has granted the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part in the sole discretion of the Underwriters at any time and from time to time up to 30 days from and including the Closing Date, to purchase up to an additional 5,000,100 Units (the “ Additional Units ”) (representing up to 15% of the number of Units sold pursuant to the Offering), at the Offering Price, to cover over-allocations, if any, made by the Underwriters and for market stabilization purposes. A person who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus regardless of whether the Underwriters’ over- allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total Price to the Public, the Underwriters’ Fee and the Net Proceeds to the Company (before deducting expenses of the Offering and assuming no President’s List sales) will be $23,000,460, 1,380,028 and $21,620,432, respectively. This Prospectus also qualifies the distribution of the Over-Allotment Option and the issuance of the Additional Units pursuant to the exercise of the Over-Allotment Option. See “ Plan of Distribution ” and the table below.

The following table sets out the number of securities that may be issued by the Company to the Underwriters pursuant to the Underwriting Agreement:

	Maximum Number of
Underwriters’ Position	Securities Available	Exercise Period	Exercise Price
Over-Allotment Option	5,000,100 Additional Units	Up to 30 days following	$0.60 per Additional Unit
		the Closing Date
Compensation Warrants	2,300,046 Compensation	60 months following the	$0.60 per Compensation
	Warrants(1)	Closing Date	Warrant Share
Corporate Finance	208,333 Corporate Finance	N/A	N/A
Shares	Shares

Notes:

(1) Assuming the exercise of the Over-Allotment Option in full and no Units are allocated to purchasers under the President’s List.

(2) This Prospectus qualifies the grant of the Compensation Warrants and the issuance of the Corporate Finance Shares. See “ Plan of Distribution ”.

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Unless the context otherwise requires, when used herein, all references to the “ Offering ”, “ Units ”, “ Unit Shares ”, “ Warrants ” and “ Warrant Shares ” assume the exercise of the Over-Allotment Option and includes the Additional Units and the additional Unit Shares and Warrants underlying such Additional Units and the additional Warrant Shares underlying such additional Warrants.

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters by Farris LLP, on behalf of the Company, and by DLA Piper (Canada) LLP, on behalf of the Underwriters.

Subscriptions for Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that closing of the Offering will occur on or about February 12, 2021 or such other date as the Company and the Lead Underwriter may agree, but in any event, not more than 42 days after the date of the receipt for this Prospectus (the “ Closing ” or “ Closing Date ”). Other than pursuant to certain exceptions, the Units sold pursuant to the Offering will be issued in electronic form to the Canadian Depository for Securities (“ CDS ”) or nominees thereof and deposited with CDS upon closing of the Offering in electronic form. Except for purchasers of Units pursuant to Section 4(a)(2) of the U.S, Securities Act, who shall receive physical, fully registered certificates representing the Unit Shares and Warrants, a purchaser will receive only a customer confirmation of the issuance of the securities purchased pursuant to the Offering from the Underwriters or other registered dealer who is a CDS participant through which the Units are purchased. Subject to the foregoing sentence, no definitive certificates will be issued unless specifically requested or required. See “ Plan of Distribution ”.

Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Units offered by this Prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

The Company has not authorized anyone to provide purchasers with information different from that contained or incorporated by reference in this Prospectus. An investment in the Units is speculative and involves a high degree of risk that should be considered by potential purchasers. An investment in the Units is suitable only for those purchasers who are willing to risk a loss of some or all of their investment and who can afford to lose some or all of their investment. The risk factors included and incorporated by reference into this Prospectus should be reviewed carefully and evaluated by prospective purchasers of the securities offered hereunder. See “ Risk Factors ” “ ” and Forward-Looking Statements .

Prospective purchasers should rely only on the information contained or incorporated by reference in this Prospectus. The Company and the Underwriters have not authorized anyone to provide prospective purchasers with information different from that contained or incorporated by reference in this Prospectus. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus.

Prospective purchasers should be aware that the acquisition or disposition of securities described herein may have tax consequences in Canada and in the United States. This Prospectus may not describe these tax consequences fully. Prospective purchasers should rely on their own tax advisors with respect to their own particular circumstances. See “ Certain Canadian Federal Income Tax Considerations ”.

The Company’s head office is located at 422 Richards Street, Suite 170, Vancouver, British Columbia, V6B 2Z4, and its registered office is located at 2500 – 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

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As part of its mission to identify, develop, and commercialize products that enhance mental health and wellness, ease suffering and increase productivity, Mind Cure has and intends to continue to evaluate the potential legal and commercial viability of the use of psychedelic compounds such as psilocybin, ketamine and ibogaine as part of its product candidates. Certain psychedelic compounds, such as psilocybin, are currently a Schedule III drug under the Controlled Drugs and Substances Act, S.C. 1996, c. 19 (the “CDSA”) and it is a criminal offence to possess such substances under the CDSA without a prescription or a legal exemption. Health Canada has not approved psilocybin or ibogaine as a drug for any indication, however ketamine is a legally permissible medication for the treatment of certain psychological conditions. It is illegal to possess such substances in Canada without a prescription.

A portion of the Company’s business is focused on developing and commercializing psychedelic-inspired regulated medicines. No product will be commercialized or restricted activities conducted by the Company prior to applicable legal or regulatory approval.

The Company does not deal with psychedelic substances except in Canada and then only within the permitted regulatory regime applicable to laboratory or clinical trial settings. The Company does not have any direct or indirect involvement with illegal selling, production or distribution of any substances.

For these reasons, the Company may be subject to heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities. There are a number of risks associated with the business of the Company. See " Risk Factors ".

ABOUT THIS PROSPECTUS ...................................................................................................................................... 1 FORWARD-LOOKING STATEMENTS ..................................................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 4 MARKETING MATERIALS ....................................................................................................................................... 5 ELIGIBILITY FOR INVESTMENT............................................................................................................................. 5 DESCRIPTION OF THE BUSINESS ........................................................................................................................... 5 USE OF PROCEEDS .................................................................................................................................................. 18 DIVIDEND POLICY .................................................................................................................................................. 20 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................... 20 CONSOLIDATED CAPITALIZATION .................................................................................................................... 22 PLAN OF DISTRIBUTION ........................................................................................................................................ 22 TRADING PRICE AND VOLUME ........................................................................................................................... 26 PRIOR SALES ............................................................................................................................................................ 26 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 27 RISK FACTORS ......................................................................................................................................................... 30 AUDITOR, TRANSFER AGENT AND WARRANT AGENT ................................................................................. 38 INTEREST OF EXPERTS .......................................................................................................................................... 39 PROMOTERS ............................................................................................................................................................. 39 PURCHASERS’ STATUTORY RIGHTS .................................................................................................................. 39 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1 CERTIFICATE OF THE UNDERWRITERS ........................................................................................................... C-2 CERTIFICATE OF THE PROMOTERS .................................................................................................................. C-3

ABOUT THIS PROSPECTUS

In this Prospectus, unless the context otherwise requires, references to “Mind Cure”, the “Company”, “we”, “us”, “it”, “its”, “our” or similar terms refer to Mind Cure Heath Inc. and, where applicable, our wholly-owned subsidiary, Mind Cure Health (US) Inc.

References to “management” in this Prospectus mean the persons acting in the capacity of the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and the other persons who are the Company’s executive officers. Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

All references in this Prospectus to “dollars”, “CDN$” and “$” refer to Canadian dollars.

This Prospectus and the documents incorporated herein by reference contain names, product names, trade names, trademarks and service marks of the Company. The Company owns or has rights to trademarks, service marks or trade names that it uses in connection with the operation of its business. In addition, the Company’s name and logo are its service marks or trademarks. The other trademarks, trade names and service marks appearing in this Prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Prospectus are typically listed without the ©, ® and ™ symbols, but the Company will assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Unless otherwise indicated, market data and certain industry data and forecasts included in this Prospectus and the documents incorporated by reference herein concerning the industry of the Company and the markets in which it operates or seeks to operate were obtained from internal Company surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. Mind Cure has relied upon industry publications as its primary sources for third-party industry data and forecasts. Industry surveys, publications and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Mind Cure has not independently verified any of the data from third-party sources, nor has Mind Cure ascertained the underlying economic assumptions relied upon therein. Similarly, industry forecasts and market research, which Mind Cure believes to be reliable based upon management’s knowledge of the industry, have not been independently verified. By their nature, forecasts are particularly subject to change or inaccuracies, especially over long periods of time. In addition, Mind Cure does not know what assumptions regarding general economic growth were used in preparing the forecasts cited in this Prospectus or in the documents incorporated by reference herein. While Mind Cure is not aware of any misstatements regarding the industry data presented herein, Mind Cure’s estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “ Forward-Looking Statements ” and “ Risk Factors ” in this Prospectus. While Mind Cure believes its internal business research is reliable and market definitions are appropriate, neither such research nor definitions have been verified by any independent source. This Prospectus may only be used for the purpose for which it has been published.

All financial information contained in this Prospectus and the documents incorporated by reference is presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference herein contain forward-looking statements and forwardlooking information (collectively, “ forward-looking statements ”) within the meaning of applicable securities legislation, including statements relating to certain expectations, projections, growth plans and other information related to the Company’s business strategy and future plans. Forward-looking statements can, but may not always, be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply”, “assumes”, “goal”, “likely” and similar references to future periods or the negatives of these words and expressions and by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections and anticipated events and trends that affect the Company and its industry. Although the Company and management believe that the expectations reflected in such forwardlooking statements are reasonable and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forwardlooking statements are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Forward-

looking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements about:

the completion and expected timing of the Offering;
the receipt of required regulatory approvals (including stock exchange) in respect of the Offering;
the net proceeds from the Offering, the Company’s use of the net proceeds from the Offering and the results of activities conducted using such net proceeds;
our ability to raise the financing necessary for our operations;
the duration and effects of COVID-19 and any other pandemics on the Company’s workforce, business, operations and financial condition;
our expected future loss and accumulated deficit levels;
our projected financial position and estimated cash burn rate;
our requirements for, and the ability to obtain, future funding on favorable terms or at all;
our projections for development plans and progress of each of our products and technologies, particularly with respect to the timely and successful completion of studies and trials and availability of results from such studies and trials;
our expectations about our products’ safety and efficacy;
our expectations regarding our ability to arrange for and scale up the manufacturing of our products, technologies and heath centers;
our expectations regarding the progress, and the successful and timely completion, of the various stages of the regulatory approval process;
our expectations about the timing of achieving milestones and the cost of our development programs;
our plans to market, sell and distribute our products and technologies;
our expectations regarding the acceptance of our products, software and technologies by the market;
our ability to develop relationships with clinics offering therapeutic services;
our ability to retain and access appropriate staff, management and expert advisers;
our expectations about whether various clinical and regulatory milestones will be achieved;
our ability to strictly comply with provincial, federal, local and regulatory agencies in the Canada and other jurisdictions in which the Company operates;
our expectations of the costs and timing to reach commercial production of drug products;
our ability to secure strategic partnerships with academic research institutions and larger pharmaceutical and biotechnology companies;
our continuation of strategic collaborations;
our strategy to acquire and develop new products and technologies and to enhance the safety and efficacy of existing products, technologies and health centers;
our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by the Company or to the Company in respect of such arrangements;
our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to our business; and
our strategy with respect to the expansion and protection of our intellectual property.

Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in the documents incorporated by reference in this Prospectus. Should one or more of these risks or uncertainties materialize, or

should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this Prospectus. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this Prospectus are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. In particular, the Company has made assumptions regarding, among other things:

substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that the Company will continue to incur significant losses in the future;
uncertainty as to our ability to raise additional funding to support operations;
our ability to generate product revenue to maintain our operations without additional funding;
the fluctuation of foreign exchange rates;
the duration of COVID-19 and the extent of its economic and social impact;
the risks associated with the development of our product candidates which are at early stages of development;
positive results from preclinical and early clinical research are not necessarily predictive of the results of laterstage clinical trials;
reliance upon industry publications as our primary sources for third-party industry data and forecasts;
reliance on third parties to plan, conduct and monitor our preclinical studies and clinical trials;
reliance on third party contract manufacturers to deliver quality clinical and preclinical materials;
our product candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results;
risks related to filing investigational new drug applications to commence clinical trials and to continue clinical trials if approved;
the risks of delays and inability to complete clinical trials due to difficulties enrolling patients;
competition from other biotechnology and pharmaceutical companies;
our reliance on the capabilities and experience of our key executives and scientists and the resulting loss of any of these individuals;
our ability to fully realize the benefits of acquisitions;
our ability to adequately protect our intellectual property and trade secrets;
our ability to source and maintain licenses from third-party owners;
our ability to maintain current regulatory and legal exemptions and acquire exemptions in the future as intended by the board, if any; and
the risk of patent-related or other litigation.

Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this Prospectus and in the documents incorporated by reference herein are expressly qualified by this cautionary statement. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein are presented for the purposes of assisting readers in understanding the Company's expected financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes.

The forward-looking information and statements contained in this Prospectus represent the Company's views as of the date of this Prospectus and forward-looking information and statements contained in the documents incorporated by reference herein represent the Company's views as of the date of such documents, unless otherwise indicated in such documents. The Company anticipates that subsequent events and developments may cause its views to change. However, while the Company may elect to update such forward-looking information and statements at a future time, it has no current intention of doing so except to the extent required by applicable law. Investors are cautioned not to put undue reliance on forward-looking statements

and are urged to read the Company’s filings with Canadian securities regulatory agencies, which can be viewed online under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Company, at 422 Richards Street, Suite 170, Vancouver, British Columbia, V6B 2Z4, and are available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company filed with the securities commissions or similar authorities in Canada are incorporated by reference in this Prospectus:

(a) the (final) long-form prospectus of the Company dated August 27, 2020 (the “ IPO Prospectus ”), which IPO Prospectus includes the audited financial statements for the period from incorporation on March 6, 2020 to May 31, 2020 and the management discussion and analysis (the “ IPO MD&A ”) for the period from incorporation on March 6, 2020 to May 31, 2020;
(b) the unaudited condensed interim financial statements of the Company together with the notes thereto for the three and six month period ended November 30, 2020;
(c) management’s discussion and analysis of the Company for the three and six month period ended November 30, 2020 (the “ Interim MD&A ” and, together with the IPO MD&A, the “ MD&A ”);
(d) the material change report of the Company dated September 25, 2020 in respect of the closing of the Company’s initial public offering (“ IPO ”) and the resumption of trading of the Common Shares on the CSE;
(e) the material change report of the Company dated November 27, 2020 in respect of the announcement of the closing of a non-brokered private placement offering of units of the Company on November 19, 2020 (the “ November Offering ”);
(f) the “template version” (as such term is defined National Instrument 41-101 General Prospectus Requirements (“ NI 41-101 ”)) of the term sheet of the Company dated January 21, 2021 with respect to the Offering (“ Initial Term Sheet ”);
(g) the “template version” of the term sheet of the Company dated January 22, 2021 with respect to the Offering (“ Amended Term Sheet ” and together with the Initial Term Sheet, the “ Marketing Materials ”); and
(h) the material change report of the Company dated February 1, 2021 in respect of the Offering.

Any documents of the types referred to above, any material change reports and business acquisition reports (but excluding confidential material change reports) and any other documents referred to in Form F1 of National Instrument 44-101 – Short Form Prospectus Distributions , Item 11.1 filed by the Company with a securities commission or similar authority in Canada after the date of this Prospectus and prior to the termination of the distribution pursuant to the Offering will be deemed to be incorporated by reference in this Prospectus. The information contained on the Company’s website or any other website the address of which is included herein or in any of the documents enumerated above is not part of this Prospectus and is not incorporated by reference in this Prospectus despite any references thereto in any such documents.

The Prospectus in electronic format may be made available electronically on websites or through other online services maintained by the Underwriters or by their affiliates. Other than the Prospectus in electronic format, the information on the Underwriters’ websites and any information contained in any other website maintained by the Underwriters or their affiliates is not part of the Prospectus, has not been approved or endorsed by the Company or the Underwriters and should not be relied upon by investors.

Notwithstanding anything herein to the contrary, any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it

was made. Any statement so modified or superseded will not, except as so modified or superseded, be deemed to constitute a part of this Prospectus.

MARKETING MATERIALS

Any “template version” of “marketing materials” (as such terms are defined in NI 41-101), including the Marketing Materials, are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus. Any “template version” of any “marketing materials” (each as defined in NI 41-101) that has been, or will be, filed on SEDAR before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated into this Prospectus.

ELIGIBILITY FOR INVESTMENT

In the opinion of Farris LLP, counsel to the Company, and DLA Piper (Canada) LLP, counsel to the Underwriters, provided that the Common Shares are listed on a designated stock exchange under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”) (which currently includes the CSE), if issued on the date hereof, the Common Shares would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (an “ RRSP ”), registered retirement income fund (an “ RRIF ”), registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), a tax-free savings account (a “ TFSA ”), or a deferred profit sharing plan (“ DPSP ”).

The Warrants, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a RRSP, RRIF, RESP, RDSP or TFSA (each a “ Registered Plan ”) or DPSP provided that:

(a) the Warrants are listed on a designated stock exchange under the Tax Act; or
(b) the Warrant Shares are listed on a designated stock exchange under the Tax Act and neither the Company, nor any person with whom the Company does not deal at arm’s length for purposes of the Tax Act, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of that particular Registered Plan or DPSP

Notwithstanding the foregoing, if the Common Shares or Warrants are a “prohibited investment” (as defined in the Tax Act) for a particular Registered Plan, the annuitant of an RRSP or RRIF, holder of a TFSA or RDSP or subscriber of a RESP (each such person referred to as a “ Plan Subscriber ”), as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Common Shares and Warrants will not be a “prohibited investment” for a Registered Plan provided that the Plan Subscriber deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Common Shares will generally not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules. Plan Subscribers should consult with their own tax advisors as to whether the Common Shares and Warrants will be a prohibited investment for such Registered Plans in their particular circumstances.

DESCRIPTION OF THE BUSINESS

Name, Address and Incorporation

The Company was incorporated on March 6, 2020 under the Business Corporations Act (British Columbia) (the “ BCBCA ”) under the name “Mind Cure Health Inc.”.

Intercorporate Relationships

The following depicts the intercorporate relationships of the Company:

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Mind Cure Health Inc.
(British Columbia)
100%
Mind Cure Health (US) Inc.
(Nevada)
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Summary Description of the Business

Mind Cure is a mental health and wellness company with a mission to identify, develop and commercialize products that enhance mental health and wellness, ease suffering and increase productivity. Mind Cure’s current and proposed business activities focus on five primary spheres activities: (i) nootropic formulations; (ii) digital therapeutics; (iii) product discovery; (iv) clinical research; and (v) formulation and supply.

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Nootropic Formulations

Mind Cure expects to generate its near term revenue from its nootropics business segment identifying and commercializing the therapeutic potential of nootropics that promote productivity and enhance mental health.

Mind Cure has developed an initial line of nootropic products have been classified as Canadian Natural Health Products and are comprised of functional mushroom powders. The Company expects its first three nootropic products will be available in powdered and capsule form under the following brands: “Mind Cure – Focus”, “Mind Cure – Energy” and “Mind Cure – Immunity”. All of these initial products have received the requisite authorizations and Natural Product Numbers (“ NPN ”) from Health Canada enabling Mind Cure to commence sales in the first quarter of 2021, subject to processing of orders. Mind Cure is continuing to increase the depth of its nootropic product offerings in an effort to further support mental health, ease suffering and increase productivity. Mind recently announced another nootropic product ready for commercialization, “Mind Cure – Teen”, a Health Canada NPN registered product which Mind Cure has agreed to white label and expects to commence selling in capsule form in the first quarter of 2021.

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Mind Cure anticipates selling its initial nootropic products via Mind Cure’s own eCommerce platform on mindcurewellness.ca and mindcurewellness.com, through third-party websites and in select brick-and-mortar Body Energy Club locations in Canada and the United States. Mind Cure is continually evaluating additional permissive legal jurisdictions for its products, but has not made any decisions to enter markets other than Canada and the United States. Mind Cure expects it will be selling its initial product line into the United States as a dietary supplement product. The Company does not require pre-market approval to sell these dietary supplement products in the United States as its branded mushroom powder does not constitute a “new dietary ingredient”. See “ Regulatory Environment ”.

Digital Therapeutics

As part of Mind Cure’s mission to identify, develop and commercialize products that enhance mental health and wellness, ease suffering and increase productivity, Mind Cure is investigating technological applications that monitor, collect and use patient information to better understand the correlation between diagnosis and treatment. The Company believes many patients being treated for mental health concerns do not currently receive meaningful data before or after therapy sessions. Mind Cure’s initial focus for its digital therapeutics segment is therefore to technologically enable, through its iSTRYM[TM] software platform, the collection of data between and during sessions in an effort to equip clinicians with additional patient feedback to provide data-driven research and insights into their therapy and provide patients with a better therapeutic experience.

Mind Cure has commenced the development of its iSTYRM software platform. iSTYRM is designed to provide close to real-time data regarding patient care, procedures and protocols, and other resources for therapists, clinicians and patients with mental health concerns. iSTRYM has been designed to act as a centralized management system for therapeutic insights, the deployment of care and integration based on a microservices design model, and is being built with responsive principals. iSTRYM is designed to contain strategic data loops that continually aggregate new insights, and an application that equips patients as active participants in their own mental wellness journey. iSTRYM’ s application component has been designed to record patients’ categorized (such as heart rate, date and weather) and uncategorized (such as audio streams and patient journaling) data, as well as other metrics that take place after therapy sessions and throughout therapeutic integration. Management believes these capabilities, coupled with iSTRYM’s artificial intelligence attributes, will create a convergence of commonalities among patients and collate insights found across datasets to steer clinicians towards better diagnoses, treatments, and ultimately personalized care at scale.

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On January 12, 2021, the Company announced that it entered into a non-binding letter of intent (the “ LOI ”) for, among other things, a strategic investment of $500,000 in and commercial arrangement with ATMA Journey Centers Inc. (“ ATMA ”). ATMA is a Calgary-based organization that has provided psychedelic-assisted therapy for a patient with a Section 56 Exemption (as defined herein). The Company intends to leverage a relationship with ATMA so as to secure a network of clinics to deploy its iSTRYM platform.

Product Discovery

As part of its mission to identify, develop, and commercialize products that enhance mental health and wellness, ease suffering and increase productivity, Mind Cure continues to evaluate additional product candidates. Mind Cure is committed to identifying the unmet needs of patients living with conditions that frustrate mental health and wellness, including the alleviation of suffering. Mind Cure has established a team of renowned scientific leaders and regulatory specialists, including the members of its Scientific Advisory Committee, who draw upon their diverse networks and relationships to facilitate the effective development and execution of Mind Cure’s research objectives. Mind Cure is primarily conducting its proprietary product discovery activities in-house under the leadership of its Chief Scientific Officer, Dr. Ryan Hartwell, but is also establishing research and collaboration agreements with research institutions arrangements that will supplement the Company’s capabilities and expedite its outcomes through endorsement and licensing opportunities.

PsyCollage (Bioinformatics Platform)

PsyCollage[TM] is Mind Cure’s proprietary first-generation bioinformatics platform used by Mind Cure’s research team as part of Mind Cure’s product discovery activities. Conceived as a bioinformatics platform to drive decision-making using predictive correlative statistical analytics of documented research, PsyCollage has evolved through its development into a turnkey resource for discovery of target receptors, methods, clinical trial data management and mapping strategic business partnerships. Mind Cure is currently evaluating additional use-case and commercialization scenarios for PsyCollage.

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A PsyCollage output of the temporal analysis for scientific research on Mind Cure’s classic psychedelic compounds (psilocybin [red], ketamine [blue], and ibogaine [orange]). Scale has been adjusted for the benefit of observation as ibogaine publications in 2020 made up less than 1% of all ketamine publications (n=10; n=1538).

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A PsyCollage output describing the type and frequency of language used in psychedelic study. This sample includes more than 300 unique terms which specifically relate to our field of interest.

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Priority Indications

One of Mind Cure’s motivation in health and wellness is to “reduce suffering”. In order to achieve this goal, the Company is seeking to strategically use decades of historical clinical research in anticipation of discovering new products that address both physiological and psychological pain (the cause of much suffering). It has been shown that psychedelics can reduce physiological pain in tandem with improved wellbeing.[1]

Based on guidance from Mind Cure’s Scientific Advisory Board and data gleaned from its bioinformatics PsyCollage platform, Mind Cure has identified mood disorders, neuropathic pain, migraines, cluster headaches and traumatic brain injury as priority indications, each of which is associated with pain.[2] Further, these indications all share important biological pathways[3] which Mind Cure believes may decrease research development time and cost related to those pathways.

Mood disorders are classified broadly to describe all types of depression and bipolar disorders. When patients are unresponsive to treatment methods their condition might be described as treatment resistant. Patients with “treatment resistant” or “treatment refractory” disorders are those who do not respond to the usual first- and even second- and third-line treatments. Many people whose lives have been adversely affected by psychiatric illness struggle with a range of difficulties that may include: mood and anxiety disorders, substance use disorders, post-traumatic stress disorder, and eating disorders.[4]
Neuropathic pain is a potential chronic pain resulting from an abnormal processing response that sometimes relates to damaged or injured nerves which impact signalling between the brain and spinal cord. Neuropathic pain is caused by a lesion or disease of the somatosensory system, including peripheral fibres (Aβ, Aδ and C fibres) and central neurons, and affects 7–10% of the general population.[5]
Cluster headaches can be episodic or chronic, and constitute short, very painful headaches that may persist daily for weeks or months and are often described as a searing, burning, or stabbing pain that occurs on one side of the head or behind the eye. Cluster headache affects primarily men, typically beginning at age 20 to 40; prevalence in the US is 0.4%. Usually, cluster headache is episodic; for 1 to 3 months, patients experience ≥ 1 attack/day, followed by remission for months to years. Some patients have cluster headaches without remission. Pathophysiology is unknown, but the periodicity suggests hypothalamic dysfunction.[6]
Migraines are an intense pulsing or throbbing pain in a specific area of the head that may be accompanied by nausea, vomiting, or sensitivity to light and sound. Migraines are typically triggered and managing triggers are one way to prevent or reduce incidence. For individuals who frequently suffer from migraines there are some medication options to aid in reducing the intensity of the migraines and in some cases preventing onset.[7]
Traumatic brain injuries are a major cause of death and disability in North America and are increasing in number. From 2006 to 2014, the number of TBI-related emergency department visits, hospitalizations, and deaths increased by 53%. In 2014, an average of 155 people in the United States died each day from injuries that include a traumatic brain injury. Those who survive can face effects that last a few days, or the rest of their lives and can include issues related to emotional functioning (e.g., personality changes, depression) along with impairments related to thinking or memory, movement, sensation (e.g., vision or hearing). These issues not only affect individuals but also can have lasting effects on families and communities.[8]

1 Hutten NRPW, Mason NL, Dolder PC, Kuypers KPC. Self-Rated Effectiveness of Microdosing With Psychedelics for Mental and Physical Health Problems Among Microdosers. Front Psychiatry. 2019;10:672. Published 2019 Sep 13. doi:10.3389/fpsyt.2019.00672 2 For e.g., Morgana D. da Silva, Giselle Guginski, Karina L. Sato, Luciana Sayuri Sanada, Kathleen A. Sluka, Adair R.S. Santos, Persistent pain induces mood problems and memory loss by the involvement of cytokines, growth factors, and supraspinal glial cells, Brain, Behavior, & Immunity - Health, Volume 7, 2020,100-118

3 Jovanovic F, Candido KD, Knezevic NN. The Role of the Kynurenine Signaling Pathway in Different Chronic Pain Conditions and Potential Use of Therapeutic Agents. Int J Mol Sci. 2020 Aug 22;21(17):6045. doi: 10.3390/ijms21176045. PMID: 32842609; PMCID: PMC7503462.

4 About Treatment Resistance and Refractory Depression, https://www.austenriggs.org/resource/about-treatment-resistance-and-refractorydepression.

5 Colloca, Luana et al. “Neuropathic pain.” Nature reviews. Disease primers vol. 3 17002. 16 Feb. 2017, doi:10.1038/nrdp.2017.2

6 Merck Manual, Cluster Headache, by Stephen D. Silberstein, MD, Content last modified on Apr 2020: https://www.merckmanuals.com/professional/neurologic-disorders/headache/cluster-headache

7https://www.cdc.gov/acute-pain/migraine/index.html

8 Peterson AB, Kegler SR. Deaths from Fall-Related Traumatic Brain Injury — United States, 2008–2017. MMWR Morb Mortal Wkly Rep 2020;69:225–230.

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Mind Cure’s focus with respect to these priority indications will include combinational dosing and method development using chemistry derived compounds (such as psilocybin, ketamine and ibogaine) and the synthesis of new molecular entities (“ NMEs ”) that will be explored in animal models in anticipation of generating supporting evidence, including commercial promise, to warrant advancement into clinical studies. In order to facilitate translation of research from pre-clinical to clinical, in an efficient and cost effective way, Mind Cure will seek out orphan drug and fast track designations. See “ Regulatory Overview ”.

Discovery and Lead Optimization

Mind Cure’s internal research activities involve the discovery of target receptors using its proprietary bioinformatics platform, PsyCollage, and the lead optimization of in silico molecular modelling docking and cell based assays. The Company is focusing its lead optimization activities on evaluating traditional psychedelics that may be applied through combinational therapies and NMEs for both potential nootropic product and drug discovery potential. Based on guidance from the Company’s Scientific Advisory Board and tailored data obtained from PsyCollage, the Company is currently prioritizing lead optimization activities on traditional psychedelics (such psilocybin, ketamine and ibogaine) and structurally similar NMEs.

Intellectual Property

Mind Cure strives to protect the proprietary technology that it believes is important for its business, including seeking and maintaining patents intended to cover both our broad development programs and individual drug candidates. Mind Cure seeks to obtain domestic and international patent protection, and endeavors to promptly file patent applications for new commercially valuable inventions. Mind Cure also relies on trade secrets to protect aspects of our business that are not amenable to, or that it does not consider appropriate for, patent protection.

Mind Cure plans to continue to expand it intellectual property profile by filing patent applications directed to pharmaceutical compositions (including NMEs), methods of treatment (including those that may be discovered through its combination therapies using traditional psychedelics), methods of manufacture, methods for patient selection created or identified from our ongoing development of our drug candidates, as well as discovery based on our proprietary PsyCollage platform. Mind Cure’s success will depend on its ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to its business, defend and enforce any patents that it may obtain, preserve the confidentiality of its trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third parties. See “ Risk Factors ”.

Mind Cure currently relies on trade secrets and know-how to develop and maintain its competitive position. Mind Cure will typically rely on trade secrets to protect aspects of its business that are too preliminary in nature for, are not amenable to, or that it does not consider appropriate for, patent protection. Mind Cure protects trade secrets and know-how by establishing confidentiality agreements and invention assignment agreements with employees, consultants, scientific advisors, contractors and collaborators. These agreements also typically provide that all inventions resulting from work performed for Mind Cure or relating to its business and conceived or completed during the period of employment or assignment, as applicable, shall be Mind Cure’s exclusive property.

Clinical Research

The Company’s clinical research sphere represents all of Mind Cure’s clinical research regardless of the product. For research using classic, non-novel psychedelic compounds, Mind Cure will seek to obtain substantive evidence and freedom to operate to warrant progressing towards clinical research. With respect to any NME, Mind Cure will evaluate patentability and proceed with patent protection before entering any clinical research program.

Mind Cure is currently evaluating existing protocols on clinical research and assessing its internal clinical protocol development to establish propriety protocols for its priority indications. Mind Cure will seek to prioritize protocol development that may result in expedited approval pathways, such as assessing the ability to rely upon existing safety and toxicity data or the ability to obtain priority designations. See “ Regulatory Environment ”.

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The following depicts the Company’s currently anticipated pathway of priority indications through clinical research:

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Formulation and Supply

Many of the Company’s research compounds that will be ultimately intended for human research will be subject to the applicable current Good Manufacturing Practices (“ cGMP ”). The Company has identified and screened several industry leading contract manufacturers in both North America and internationally with synthesis capabilities that satisfy our needs. In all contemplated scenarios management anticipates Mind Cure will own rights to all process methods, documentation and materials and chemical process, including any novel proprietary steps as well as intermediary compounds.

Selected Recent Developments

The following is a summary of selected recent developments subsequent to August 27, 2020, being the date of the IPO Prospectus:

On September 17, 2020, Mind Cure closed its initial public offering of Common Shares under the IPO Prospectus. On September 21, 2020, the Common Shares of Mind Cure resumed trading on the CSE under the symbol “MCUR”.

On September 23, 2020, Mind Cure received the final authorizations from Health Canada to sell its Mind Cure functional mushroom products in Canada. Health Canada issued Natural Product Numbers (NPNs) to these products.

On September 29, 2020, Kelsey Ramsden joined Mind Cure as a director and its Chief Operating Officer. Mrs. Ramsden is an experienced entrepreneur, having founded, scaled and operated several innovative companies across Canada and the Caribbean. She also has deep industry relationships in the health and wellness space.

On October 15, 2020, Mr. Geoff Belair joined Mind Cure as its Chief Technology Officer. Mr. Belair has over 30 years of experience in the fintech industry.

On November 10, 2020, Dr. Ryan Hartwell joined Mind Cure as its Chief Science Officer. Dr. Hartwell holds an associate faculty position at the University of British Columbia and is an active collaborator on research activities at both the

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University of British Columbia and the University of Montreal and has published 20 peer-reviewed articles, 26 presentation abstracts and holds four patents.

On November 19, 2020, Mind Cure completed the November Offering, a non-brokered private placement of units of Mind Cure for gross proceeds of $3,600,000, with each unit comprised of one Common Share and one common share purchase warrant of the Company, each such warrant being exercisable to acquire one common share of the Company at an exercise price of $0.60 per share u until November 19, 2022, subject to adjustment in certain events.

On December 1, 2020, Kelsey Ramsden was promoted to President and Chief Executive Officer of Mind Cure. Philip Tapley, the former President and Chief Executive Officer, continues to serve on the Board of Directors as Chairman.

On December 2, 2020, Mind Cure’s Common Shares were made eligible for clearing and settlement through the Depository Trust Company in the United States. Mind Cure common shares were listed on the OTCQB under the symbol “MCURF”.

On December 8, 2020, Mind Cure began its translational research program with an initial focus on psilocybin, ketamine and ibogaine. Mind Cure or its research partners will apply for a Section 56 Exemption (as defined herein) for the individual participants who will be part of its studies.

On December 10, 2020, Mind Cure announced its plans to open the first Mind Cure Health Center through the acquisition of a medical clinic in Kelowna. The Company is not proceeding with the acquisition.

On December 29, 2020, Mind Cure announced “Mind Cure – Teen”. A Health Canada NPN registered product which Mind Cure anticipates will be distributed online in both Canada and the United States.

On January 6, 2021, Mind Cure announced iSTRYM , the Company’s digital therapeutic tool, designed to provide close to real-time data regarding patient care, procedures and protocols, and other resources for therapists, clinicians, and patients with mental health concerns. In anticipation of the release of iSTRYM , Mind Cure filed a trademark application in Canada on January 5, 2021 for “ iSTRYM ”.

On January 12, 2021, the Company announced that it entered into the LOI for, among other things, a strategic investment of $500,000 in and commercial arrangement with ATMA.

On January 26, 2021, the Company announced two new supplement products, “MindCure – Mindful Preparation” and “MindCure - Mindful Integration”.

Market Impact – COVID-19 Pandemic

The Company does not anticipate the COVID-19 pandemic to have a material impact on its business and operations. The Company’s business plan was finalized after the onset of the COVID-19, and the anticipated effects of the pandemic were included in the Company’s internal revenue and expense forecasts. Management believes that the pandemic may increase interest in natural products as a way to reduce stress and increase immune responsiveness, which has the potential to increase the Company’s customer base. The Company further expects the majority of the sales of its three Mind Cure supplement products to occur online, which may obviate some of the risks that any current or future retail store shutdowns may entail, however, retail shutdowns. While the Company has not faced challenges securing supplies of its products so far, future workforce shortages and additional sanitation measures, further international border closures that restrict or materially slow the ability of the Company or its competitors to purchase mushroom powder or packaging, restrictions on shipping, both within Canada and the United States and internationally, restrictions on the ability of the Company to gain financing through the financial markets, and any changes to Mind Cure’s regulatory framework may increase competition for the mushroom powder and packaging used by the Company or affect Mind Cure’s ability to deliver its products to customers. In addition, the Company will be required to comply with local, provincial and federal guidance and regulation as it relates to the opening and operation of Mind Cure’s proposed clinic. The Company continues to closely monitor the pandemic and continuously assess its potential impact. See “ Risk Factors ”.

Regulatory Overview

General

In both Canada and the United States, Mind Cure’s products and research are affected by laws, government regulations, administrative determinations and guidance, court decisions and similar constraints and legal requirements. Such laws, regulations and other constraints may exist at the federal, state and local levels or other levels of government in each jurisdiction. The legal requirements for its products include but are not limited to: (1) formulation, manufacturing, packaging,

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labeling, distribution, importation, sale, and storage of its products; (2) product safety and quality control, (3) recordkeeping and governmental reporting, and (4) product claims, promotion and advertising, including direct and indirect claims and advertising, for which Mind Cure may be held responsible. In addition, the Company’s business is engaged in the use of psychoactive compounds and materials that contain psychoactive compounds, namely the transportation, testing, storage and sale of such compounds and product, and as such, will be subject to various regulatory authorities.

Canada – Supplement Products

The Company’s Mind Cure supplement products are considered “Natural Health Products” (“ Canadian Natural Health Products ”) in Canada, and are regulated by Health Canada under the Natural and Non-Prescription Health Products Directorate issued pursuant to the Natural Health Product Regulations and the Food and Drugs Act (Canada). Canadian Natural Health Products are defined under the Natural Health Product Regulations as a substance set out in the schedule to the Natural Health Product Regulations or combination of substances that is that is manufactured, sold or represented for use in: (a) the diagnosis, treatment, mitigation or prevention of a disease, disorder or abnormal physical state or its symptoms in humans; (b) restoring or correcting organic functions in humans; or (c) modifying organic functions in humans, such as modifying those functions in a manner that maintains or promotes health. The Natural Health Product Regulations regulate the manufacture, packaging, labelling, storage, importation, distribution of Canadian Natural Health Products.

All Canadian Natural Health Products are required to have an eight-digit Natural Product Number (“ Canadian Product Number ”) issued by Health Canada which must appear on each product’s label before they can be sold in Canada. The Company has obtained a Canadian Product Numbers (the “ Canadian Health Product Authorizations ”) for each of its initial three Mind Cure supplement products as well as the Mind Care – Teen supplement product.

United States - Supplement Products

Mind Cure anticipates selling its Mind Cure supplement products as a dietary supplement product in the United States. Management expects the formulation, manufacturing, packaging, holding, labeling, promotion, advertising, importation, distribution and sale of the Mind Cure supplement products to be subject to regulation by various governmental authorities, including the U.S. Food and Drug Administration (the “ FDA ”), the Federal Trade Commission (“ FTC ”) and other federal governmental agencies. Mind Cure’s products may also be regulated by state and local governments in which its products are marketed, distributed and sold.

The FDA regulates the formulation, manufacturing, preparation, packaging, labeling, holding and distribution of foods, drugs and dietary supplements under the Federal Food, Drug and Cosmetic Act (“ FFDCA ”) and the Dietary Supplement Health and Education Act of 1994 (“ DSHEA ”). “Dietary supplements” are defined as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, metabolites, constituents, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were on the market prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. New dietary ingredients (i.e., not marketed in the U.S. prior to October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without being “chemically altered.” A new dietary ingredient notification must provide the FDA with evidence of a “history of use or other evidence of safety” establishing that use of the dietary ingredient “will reasonably be expected to be safe.” A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. There can be no assurance that the FDA will accept the evidence of safety for any new dietary ingredients that the Company may want to market, and the FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients.

The DSHEA revised the provisions of the FFDCA concerning the composition and labeling of dietary supplement ingredients and products. Under the DSHEA, dietary supplement labeling may display “statements of nutritional support.” Such statements must be submitted to the FDA within 30 days of first use in marketing and must be accompanied by a label disclosure that “This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.” Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect body structure, function or well-being, but may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease. Any statement of nutritional support the Company makes in labeling must possess scientific evidence substantiating that the statement is truthful and not misleading. If the FDA were to determine that a particular statement of nutritional support was an unacceptable drug claim or an unauthorized version of a health claim about disease risk reduction for a food product, or if the FDA were to determine that a particular claim was not adequately supported by existing scientific data or was false or misleading, the Company would be prevented from using that claim. In addition, the FDA deems promotional and internet materials as labeling; therefore, its promotional and internet materials must comply with FDA requirements and could be the subject of regulatory action by the FDA, or by the FTC if that agency or other governmental authorities, reviewing the materials as advertising, considers the materials false and misleading.

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Among other obligations, the FDA also requires the Company and its contract manufacturers to meet relevant cGMP regulations that govern the manufacturing, packing and holding of dietary ingredients and dietary supplements. cGMP regulations require dietary supplements to be prepared, packaged and held in compliance with strict rules, and require quality control provisions similar to those in the cGMP regulations for drugs. The FDA could inspect one of Mind Cure’s contract manufacturers' facilities and determine that the facility or the products are not in compliance with applicable regulations, and cause affected products made or held in the facility to be subject to FDA or other governmental agency enforcement actions or be restricted from importation into the U.S. or introduction into U.S. commerce. In addition, as is common practice in the industry, the Company rely on its third-party contract manufacturers to ensure that the products they manufacture and sell to the Company comply with all applicable regulatory requirements. Mind Cure may seek representations and warranties in its agreements with these contract manufacturers confirming such compliance, but such agreements may not be sufficient to address any findings of noncompliance, liabilities, damages, costs or expenses alleged or incurred from such noncompliance.

U.S. laws also require recordkeeping and reporting to the FDA of all serious adverse events involving dietary supplements products. Mind Cure will need to comply with such recordkeeping and reporting requirements, and implement procedures governing adverse event identification, investigation and reporting. As a result of reported adverse events, health and safety risks or violations of applicable laws and regulations, Mind Cure may from time to time elect, or be required, to recall, withdraw or remove a product from a market, either temporarily or permanently.

Mind Cure believes some of the products marketed by the Company may be considered conventional foods and must be labeled as such. Within the United States, this category of products is subject to the federal Nutrition, Labeling and Education Act (“ NLEA ”), and regulations promulgated under the NLEA. The NLEA regulates health claims, ingredient labeling and nutrient content claims characterizing the level of a nutrient in the product. The ingredients in conventional foods must either be generally recognized as safe by experts for the purposes to which they are put in foods, or be approved as food additives under FDA regulations. If Mind Cure’s products were regulated as foods, the Company would be required to comply with the Federal Food Safety & Modernization Act and applicable regulations. The Company would be required to provide foreign supplier certifications evidencing its compliance with FDA requirements.

The FDA has broad authority to enforce the provisions of the FFDCA applicable to foods, drugs, dietary supplements, and cosmetics, including powers to issue a public warning letter to a company, to publicize information about illegal or harmful products, to request a recall of products from the market, and to request the United States Department of Justice to initiate a seizure action, an injunction action, or a criminal prosecution in the U. S. courts. The Company could be subject to fines and penalties, including under administrative, civil and criminal laws for violating U.S. laws and regulations, and its products could be banned or subject to recall from the marketplace. The Company could also be subject to possible business and consumer claims under applicable statutory, product liability and common laws.

The FTC exercises jurisdiction over the advertising of Mind Cure’s products in the United States. The FTC has in the past instituted enforcement actions against several dietary supplement and food companies and against manufacturers of dietary supplement products, including for false and misleading advertising, label claims or product promotional claims. In addition, the FTC has increased its scrutiny of the use of testimonials, which the Company may utilize, as well as the role of endorsements and product clinical studies. The Company cannot be sure that the FTC, or comparable foreign agencies, will not question its advertising, product claims, promotional materials or other operations in the future. The FTC has broad authority to enforce its laws and regulations, including the ability to institute enforcement actions that could result in recall actions, consent decrees, injunctions, and civil and criminal penalties by the companies involved. Failure to comply with the FTC’s laws and regulations could impair Mind Cure’s ability to market its products

We are also subject to regulation under various state and local laws, ordinances and regulations that include provisions governing, among other things, the registration, formulation, manufacturing, packaging, labeling, advertising, sale and distribution of foods and dietary supplements. In addition, in the future, the Company may become subject to additional laws or regulations administered by the FDA or by other federal, state, local or foreign governmental authorities, to the repeal of laws or regulations that the Company considers favorable, or to more stringent interpretations of current laws or regulations. In the future, the Company believes the dietary supplement industry will likely face increased scrutiny from federal, state and local governmental authorities. It is difficult to predict the effect future laws, regulations, repeals or interpretations will have on Mind Cure’s business. However, such changes could require the reformulation of products, recalls or discontinuance of products, additional administrative requirements, revised or additional labeling, increased scientific substantiation or other requirements. Any such changes could have a material adverse effect on Mind Cure’s business or financial performance. See “ Risk Factors ”.

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Research and Development Activities

Drug Development and Clinical Trials

The production and manufacturing of certain of the Company’s product candidates and its research and development activities are subject to regulation for safety and efficacy by applicable governmental authorities. In Canada, these activities are regulated by the Food and Drugs Act (Canada), the Food and Drug Regulations and the guidelines and policies promulgated thereunder, which are enforced by the Therapeutic Products Directorate (“ TPD ”) of Health Canada. In the U.S., drugs and biological products are regulated by the FDA. Drug licensing laws require licensing of manufacturing facilities, carefully controlled research and testing of products, governmental review and approval of results prior to marketing therapeutic products, and adherence to Canadian and U.S. GMP during production.

The Company’s success in ultimately obtaining marketing approval for drugs currently or expected to be under development will depend on its ability to comply with world-wide regulations governing the manufacturing, quality control, preclinical evaluation and clinical testing of investigational new drugs. Mind Cure will conduct clinical planning in coordination with external clinical consultants. Depending upon the circumstances surrounding the clinical evaluation of a product candidate, Mind Cure may undertake clinical trials itself, contract clinical trial activities to contract research organizations or rely upon corporate partners for such development. Mind Cure intends to expand our human resource base to support clinical studies, at the appropriate time. The Company believes that this approach will allow it to make cost effective developmental decisions in a timely fashion.

The principal activities which must be completed after initial research and before obtaining approval for marketing in Canada and the U.S. are as follows:

Preclinical Studies . Preclinical studies are conducted in animals to test pharmacology, efficacy and toxicology and to do formulation work based on in vivo results.
Phase 1 Clinical Trials . Phase 1 clinical trials consist of testing a product in a small number of humans for its safety (toxicity), dose tolerance and pharmacokinetic properties.
Phase 2 Clinical Trials . Phase 2 clinical trials usually involve a larger patient population than is required for phase I trials and are conducted to evaluate the effectiveness of a product in patients having the disease or medical condition for which the product is indicated. These trials also serve to identify possible common short-term side effects and risks in a larger group of patients.
Phase 3 Clinical Trials . Phase 3 clinical trials involve conducting tests in an expanded patient population at geographically dispersed test sites (multi-center trials) to establish clinical safety and effectiveness. These trials also generate information from which the overall benefit-risk relationship relating to the drug can be determined and provide a basis for drug labelling.

The FDA has adopted various expedited programs, including breakthrough therapy designation, fast track designation and accelerated approval, that are intended to facilitate and expedite development and review of new drugs for the treatment of serious or life-threatening conditions. Breakthrough therapy designation may be available where preliminary clinical evidence indicates that a drug may provide substantial improvement on a clinically significant endpoint over available therapies. Fast track designation may be granted where preclinical or clinical data indicate the potential to address unmet medical needs. Accelerated approval may be granted where clinical data indicates that the effect of the drug on a surrogate endpoint or an intermediate clinical endpoint is reasonably likely to predict a meaningful therapeutic benefit over existing treatments.

In the course of conducting clinical trials for a drug candidate, a company may conduct more than one trial of a particular phase in order to evaluate the drug against a variety of indications. In such a case, industry practice is to differentiate these trials by way of designations such as “Phase 2a” or “pivotal Phase 2”. In addition, clinical trials may be sponsored by physicians rather than the drug developer. In such a case, the developer’s involvement is usually limited to co-operating with the physician by providing sufficient quantities of the drug for the trial and participating in the reporting of the trial results.

Two key factors influencing the rate of progression of clinical trials is the rate at which patients can be accrued to participate in the research program and whether effective treatments are currently available for the disease the drug is intended to treat. Patient accrual is largely dependent upon the incidence and severity of the disease and the alternative treatments available. Given the nature of its product development candidates and stage of its development, the Company is unable to provide a precise estimate of the amount of time that will be required to complete clinical trials.

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An IND application, or in Canada the equivalent which is called a Clinical Trial Application (“ CTA ”), must be filed and accepted by the FDA or TPD, as applicable, before each phase of human clinical trials may begin. The IND application must contain specified information including the results of the preclinical or clinical tests completed prior to the time of the IND application. In addition, since the method of manufacture may affect the efficacy and safety of a drug, information on manufacturing methods and standards and the stability of the drug substance and dosage form must be presented so that the FDA or TPD can ensure that the product that may eventually be sold to the public has the same composition as that determined to be effective and safe in the clinical trials. Production methods and quality control procedures must be in place to ensure a relatively pure compound, essentially free of contamination and uniform with respect to all quality aspects.

In the United States, there is also a process known as a Special Protocol Assessment (“ SPA ”) under which FDA agreement on trial design and endpoints is obtained before a pivotal trial is initiated.

Upon completion of all clinical studies, the results are submitted to the FDA as part of a new drug application (“ NDA ”) or to the TPD as part of a New Drug Submission (“ NDS ”) to obtain approval to commence marketing the product. The filing of an NDA does not guarantee its acceptance or approval by the FDA. Upon submission of an NDA, the FDA has up to 60 days to accept the submission for review. During this period, the FDA determines whether the NDA is sufficiently complete and adequate to warrant undertaking a full review. If the application is not accepted, deficiencies in the application must be addressed before it can be resubmitted. Upon acceptance of the NDA, the FDA or TPD conducts a full review of the application, which may take up to 24 months, before making a determination as to whether to approve the drug for sale. In addition, an establishment license application must be filed and approved by the FDA or TPD for the production of a product and test sites must demonstrate that Good Laboratory Practices and Good Clinical Practices have been maintained during preclinical and clinical evaluation. See " Risk factors ".

Even after marketing approval for a drug has been obtained, further monitoring studies may be required (sometimes called Phase 4 studies). Post-market studies may provide additional data on safety and efficacy necessary to gain approval for the use of a product as a treatment for clinical indications other than those for which the product was initially tested.

Controlled Drugs

The Company has historically and continues to evaluate the development, manufacture, marketing and sale of products that are or contain psychedelics that are regulated under the Controlled Drugs and Substances Act (Canada) (“ CDSA ”), whether in foods, supplements, or drugs. Such products are subject to extensive legal and regulatory prohibitions, restrictions and oversight. The Company does not intend to proceed with any business activities related to psychedelics that are controlled substances unless and until the Company receives all required authorizations or approvals required to permit the intended business activity.

The Company’s product discovery activities, including those involving traditional psychedelics such as psilocybin, ketamine and ibogaine, will be contingent on it successfully negotiating the Canadian and United States regulatory regimes that control those substances, including the CDSA and the Food and Drug Regulations . Certain psychoactive compounds, such as psilocybin and ketamine, are considered controlled substances under the CDSA. Specifically, Psilocin (3–[2– (dimethylamino)ethyl]–4–hydroxyindole) and any salt thereof and Psilocybin (3–[2– (dimethylamino)ethyl]–4– phosphoryloxyindole) and any salt thereof, are listed under Schedule III of the CDSA and Ketamine (2-(2-chlorophenyl)-2(methylamino)cyclohexanone) is listed under Schedule I of the CDSA. The possession, sale or distribution of controlled substances is prohibited unless specifically permitted by the government. Penalties for contravention of the CDSA related to Schedule I substances are the most punitive, with Schedule II being less punitive that Schedule I, Schedule III being less punitive than Schedule I and II and so forth.

Products that contain a controlled substance under the CDSA cannot be made, transported or sold without proper authorization from the government. For example, section 56 of the CDSA permits the federal Minister of Health with the discretionary power to provide an exemption (a “ Section 56 Exemption ”) to enable a person to possess and administer a controlled substance for scientific or medical (i.e. clinical trials) purpose, or if it is otherwise in the public interest.

A party can also apply for Dealer’s License under the Food and Drug Regulations (Part J). In order to qualify as a licensed dealer, a party must meet all regulatory requirements mandated by the regulations including having compliant facilities, compliant materials and staff that meet the qualifications under the regulations of a senior person in charge and a qualified person in charge. Assuming compliance with all relevant laws (CDSA, Food and Drugs Regulations) and subject to any restrictions placed on the license by Health Canada, an entity with a Dealer’s License may produce, assemble, sell, provide, transport, send, deliver, import or export a restricted drug (as listed in Part J in the Food and Drugs Regulations – which includes psilocybin and psilocin) (see s. J.01.009 (1) of the Food and Drug Regulations).

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Failure to comply with any of the above applicable regulations, regulatory authorities or other requirements may result in civil or criminal penalties, recall or seizure of products, injunctive relief including partial or total suspension of production, or withdrawal of a product from the market.

Mind Cure will not be able to conduct research involving products containing controlled substances except in accordance with the CDSA and other related regulations. See " Risk factors ".

USE OF PROCEEDS

Offering Proceeds

The net proceeds to the Company from the Offering will be approximately $18,300,376, after deducting the Underwriters’ Fee of $1,200,024 (assuming no Units are allocated to purchasers under the President’s List), the cash component of the Corporate Finance Fee of $125,000, and the estimated expenses of the Offering of $375,000. If the Over-Allotment Option is exercised in full and there are no President’s List purchasers, the estimated net proceeds of the Offering, after deducting the Underwriters’ Fee, the Corporate Finance Fee payable in cash and the estimated expenses of the Offering, will be $21,120,432. The net proceeds from the Offering are expected to be used by the Company for the following purposes: (i) product research, development and expansion; (ii) technological offerings and capabilities; (iii) marketing expenditures related investor relations marketing and promotional activities; and (iv) general and administrative purposes. The following is an approximate breakdown of the proposed use of proceeds:

Use of Proceeds	Amount Allocated(1)(2)
Product research, development and expansion	$7,850,000
Technological offerings and capabilities	$5,450,000
Investor relations marketing and promotional activities	$2,100,000
General and administrative purposes	$2,600,000
Workingcapital	$300,376
Total	$18,300,376

Notes:

(1) Based on anticipated net proceeds of the Offering, assuming no President’s List sales and estimated expenses of the Offering of $375,000.

(2) If the Over-Allotment Option is exercised in full, the additional net proceeds from the exercise of the Over-Allotment Option are intended to be used by the Company for general and administrative purposes and working capital.

The expected cash expenditures of the Company for the 12 month period following the Offering can be classified in four categories: (i) product research, development and expansion (“ Product Research, Development and Expansion Expenses ”); (ii) furtherance of the Company’s technological offerings and capabilities, including the build-out of its iSTRYM[TM] application and refinement of its proprietary PsyCollage[TM] platform, (“ Technological Expenses ”); (iii) investor relations marketing and promotion (“ Marketing Expenditures ”); and (iv) general and administrative purposes (“ Corporate Expenses ”). Each of these categories is further discussed below.

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. To further broaden, accelerate and complete its business objectives, the Company will be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means, such as through partnerships with other companies, including pharmaceutical companies, and research and development reimbursements. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. See “ Risk Factors ”.

The expected use of net proceeds from the Offering represents the Company’s current intentions based upon its present plans and business conditions, which could change in the future as its plans and business conditions evolve. The amounts and timing of the actual use of the net proceeds will depend on multiple factors and there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives. Mind Cure may also use a portion of the net proceeds from the Offering to opportunistically in-license or acquire technologies or other assets that are complementary to or may accelerate its business objectives. The Company may also require additional funds in order to fulfill its expenditure requirements to meet existing and any new business objectives, and the Company expects to either issue additional securities or incur debt to do so. The amount and timing of these expenditures will vary depending on

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a number of factors, including competitive and technological developments and the rate of growth of the Company’s business. As a result, management will retain broad discretion in the application of the net proceeds, and investors will be relying on management’s judgment regarding the application of the net proceeds from the Offering. See “ Risk Factors ”.

Pending the use of the net proceeds from the Offering, the Company may plan to invest the net proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or government securities, or hold them as cash.

Business Objectives and Milestones

Over the next 12 months, management expects Product Research, Development and Expansion Expenses to be comprised of various items related to the research, development and expansion of the Company’s near-term and long-term product initiatives, including:

Product Research, Development and Expansion Expenses	Amount
Ongoingexpansion of the Company’s nootropicproductportfolio and its distribution(1)	$300,000
NME-related research activities(2)	$3,300,000
Non-NME related research activities(3)	$3,800,000
Formulation and manufacturingsourcing(4)	$450,000
Total:	$7,850,000

Notes:

(1) Ongoing activity for the next 12 months.

(2) NME related research activities are expected to include discovery and lead optimization of NMEs (a continuous activity over the next 12 months), assessing markets and commercial promise of NMEs (a continuous activity over the next 12 months), the completion of route-scouting and labscale synthesis of NMEs (expected Q3 2021), assessing cell-viability assays using synthesized NMEs and their impurities (expected Q4 2021), and pre-CTA/IND filing meetings with Health Canada and the FDA, respectively (expected Q1 2022).

(3) Non-NME related research activities are expected to include securing research and collaboration agreements with research institutions (expected Q2 2021), translational research with combination psychedelic-assisted therapies which may include initial pre-clinical research activities consisting of cell-based assays, best-in-class animal models and biomarker evaluation (Q3 2021), submission of CTA packages to Health Canada (expected Q3 2021) and receipt of ethics approval from the Company’s collaborating research institutions (expected Q1 2022).

(4) Formulation and manufacturing sourcing activities are expected to include the initiation and development of GMP manufacturing of active pharmaceutical ingredients.

Though the Company currently conducts most research activities in-house and will continue to build-out its team of technological and scientific researchers and advisers, as the Company’s research activities progress through clinical stages it expects that most research related expenditures will be contracted out to third-parties. The Company’s NME related research activities have designed certain NMEs that are progressing through lead optimization. The Company’s non-NME related research activities are currently focused on evaluating historically established protocols for combinational therapies used in a non-research context, and adapting their use for its research context. Additional funds will be required to progress the Company’s drug-related development activities, including as additional NMEs become added to Mind Cure’s product development activities. The nature and costs of development activities depend heavily on the outcome of the initial clinical studies and feedback from the Health Canada or FDA, as applicable. See “ Description of Business – Summary Description of the Business – Product Discovery ” for additional details on the status of the Company’s current research initiatives.

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Management expects that over the next 12 months Technological Expenses related to expanding its technological offerings and capabilities will include:

Technological Expenses	Amount
Internalpersonnel and third-partydevelopment of_iSTRYM_upto beta testing(1)	$2,700,000
Acquisition or in-licensingopportunities for extended_iSTRYM_features and capabilities(2)	$1,300,000
Securing a network of clinical testing locations including through the proposed strategic investment in ATMA(2)	$1,250,000
Internalpersonnel for the continued development and refinement of PsyCollage(2)	$200,000
Total:	$5,450,000

Notes:

(1) Beta testing of iSTRYM is expected to commence at select clinics by Q4 2021.

(2) Ongoing activity for the next twelve months.

Management expects Marketing Expenditures over the next 12 months to be $2,100,000 and comprised of expenses related to investor relations marketing and promotional activities.

Management expects Corporate Expenses to relate to general and administrative costs required to support the Company’s expanding operations and additional product and research activities, including:

Corporate Expenses	Amount
Management,employees and consultants	$1,900,000
Professional fees	$500,000
Othergeneral and administrativepurposes	$200,000
Total:	2,600,000

The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those listed under “ Risk Factors ” in, or incorporated by reference in, this Prospectus or unforeseen events.

DIVIDEND POLICY

The Company has not declared any cash dividends or distributions for any of its securities and no such dividends or distributions are contemplated for the current financial period. As of the date of this Prospectus, there are no restrictions that prevent the Company from paying dividends on its Common Shares. The Company has neither declared nor paid any dividends on its shares and it is not contemplated that the Company will pay dividends in the immediate or foreseeable future. The Company currently intends to retain future earnings, if any, to finance the expansion of its business and does not anticipate paying dividends in the foreseeable future. Any future decision to pay dividends on the Company’s Common Shares will be made by the Board on the basis of the earnings, financial requirements and other conditions existing at such time.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The holders of Common Shares are entitled to receive notice of and attend and vote at all shareholder meetings. Each Common Share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the Common Shares, subject to the prior rights, if any, of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the Board may by resolution determine. In the event of the liquidation, dissolution or winding‐up of the Company, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company.

Warrants

The Warrants will be issued under and governed by the Warrant Indenture to be dated as of the Closing Date and to be entered into between the Company and the Warrant Agent. The following is a summary of certain anticipated attributes of the Warrants and provisions of the Warrant Indenture. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Warrant Indenture, which will be filed by the Company with the

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applicable Canadian securities regulatory authorities and available under the Company’s profile on SEDAR at www.sedar.com following closing of the Offering.

General

The Units will separate into Unit Shares and Warrants immediately following the closing of the Offering. Each Warrant will be transferable and will entitle the holder thereof to acquire one Warrant Share at the Exercise Price at any time prior to 4:30 p.m. (Toronto time) on the Warrant Expiry Date, subject to the Acceleration Right (as defined below) and adjustment in certain customary events, after which time the Warrants will expire.

The Company will appoint the principal transfer office of the Warrant Agent in Vancouver, British Columbia as the location at which the Warrants may be surrendered for exercise, transfer or exchange. Under the Warrant Indenture, the Company may, subject to applicable law, purchase by private contract, on any stock exchange (if then listed) or otherwise, any of the Warrants then outstanding, and any Warrants so purchased will be cancelled.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and the exercise price per Warrant Share upon the occurrence of certain events, including: (i) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of a stock dividend or other distribution (other than a dividend in the ordinary course or a distribution of Common Shares upon the exercise of any Warrants or options outstanding as of the date of the Warrant Indenture); (ii) the subdivision, redivision or change of the Common Shares into a greater number of Common Shares; (iii) the consolidation, reduction or combination of the Common Shares into a lesser number of Common Shares; (iv) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the “Current Market Price” (“ Current Market Price ” will be defined in the Warrant Indenture as the volume weighted average trading price per Common Share on the CSE or any stock exchange upon which the Common Shares are listed, or if not listed, on any stock exchange, on any over-the-counter- market on which the Common Shares are trading, for the 20 consecutive trading days ending immediately prior to such record date); and (v) the issuance or distribution to all or substantially all of the holders of the Common Shares of shares of the Company of any class other than Common Shares, securities of any rights, options or warrants to subscribe for or purchase Common Shares or securities exchangeable or convertible into any Common Shares (other than a “rights offering” pursuant to (iv)), evidences of indebtedness or any cash, securities or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and number of securities issuable upon the exercise of the Warrants and exercise price per security in the event of the following additional events: (i) reclassifications of the Common Shares or a capital reorganization of the Company (other than as described above); (ii) consolidations, amalgamations, arrangements or mergers of the Company with or into any other Company or other entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the outstanding Common Shares or a change or exchange of the Common Shares into or for other shares, securities or property); or (iii) the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity.

No adjustment in the Exercise Price or the number of Warrant Shares issuable upon the exercise of the Warrants will be required to be made unless: (i) such adjustment would result in a change of at least 0.01 of a Warrant Share based on the number of Warrant Shares or other classes of shares or securities or property which a holder of a Warrant is entitled to receive upon the exercise of the rights attached to the Warrant; or (ii) the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the Exercise Price, provided that any such adjustments that are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to the Warrant Agent and to the holders of the Warrants of certain stated events, including events that would result in an adjustment to the Exercise Price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date of such event.

The Warrant Indenture will provide that, if, at any time following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the CSE is greater than $1.50 per Common Share for the preceding 10 consecutive trading days, the Company shall have the right to, upon issuing a news release, to accelerate the expiry date of the Warrants to a date that is at least 30 days following the date of such news release (the “ Acceleration Right ”).

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No fractional Warrant Shares will be issuable upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. Holders of Warrants will not have any voting or any other rights which a holder of Common Shares would have.

The Warrant Indenture will provide that, from time to time, the Company and the Warrant Agent may amend or supplement the Warrant Indenture for certain purposes, without the consent of the holders of the Warrants, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder. Any amendment or supplement to the Warrant Indenture that would adversely affect the interests of the holders of Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 20% of the aggregate number of the then outstanding Warrants (unless such meeting is adjourned to a prescribed later date due to the lack of quorum) and passed by the affirmative vote of not less than 66 2/3% of the aggregate number of all the then outstanding Warrants represented at the meeting; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2/3% of the aggregate number of all the then outstanding Warrants.

The Warrants and the Warrant Shares issuable upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws. The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. Person, nor will any certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Company to such effect in form and substance reasonably satisfactory to the Company. If required pursuant to the U.S. Securities Act, certificates representing Warrant Shares will be required to bear a legend describing transfer restrictions imposed by the U.S. Securities Act.

Compensation Warrants

As partial consideration for their services in connection with the Offering, the Underwriters will receive an aggregate of 2,000,040 Compensation Warrants, or 2,300,046 Compensation Warrants if the Over-Allotment Option is exercised in full (in both cases assuming no Units are allocated to purchasers under the President’s List) on closing of the Offering. Each Compensation Warrant will be exercisable to acquire one Compensation Warrant Share at an exercise price of $0.60 per Compensation Warrant Share for a period of 60 months following the Closing Date, subject to adjustment in certain events. The terms of the Compensation Warrants will set out in the definitive certificates representing the Compensation Warrants and will include, among other things, customary provisions for the appropriate adjustment of the number of Compensation Warrants Shares issuable pursuant to any exercise of the Compensation Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, any capital reorganization of the Company, or any arrangement, merger, consolidation or amalgamation of the Company with or into another corporation or entity, as well as customary amendment provisions.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share or loan capitalization of the Company since November 30, 2020, the date of the most recently filed financial statements of the Company.

As of the date of this Prospectus, there are 54,097,763 Common Shares issued and outstanding. Following completion of the Offering, an additional 33,334,000 Common Shares, 16,667,000 Warrants (exercisable for 16,667,000 Warrant Shares), 2,000,040 Compensation Warrants (exercisable for 2,000,040 Compensation Warrant Shares and assuming no Units are allocated to purchasers under the President’s List) and 208,333 Corporate Finance Shares will be issued and outstanding. If the Over-Allotment Option is exercised in full, following completion of the Offering, an additional 5,000,100 Common Shares, 2,500,050 Warrants (exercisable for 2,500,050 Warrant Shares) and 300,006 Compensation Warrants (exercisable for 300,006 Compensation Warrant Shares and assuming no Units are allocated to purchasers under the President’s List) will be issued and outstanding.

PLAN OF DISTRIBUTION

Pursuant to the terms and conditions contained in the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally, and not jointly (or jointly and severally), agreed to purchase on the Closing Date or on such other date as may be agreed upon by the parties, subject to compliance with the terms and conditions of the Underwriting Agreement, as principal, on a “bought deal” basis, 33,334,000 Units for aggregate gross proceeds of $20,000,400, payable in cash to the Company against delivery by the Company of the Unit Shares and Warrants comprising the Units.

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Each Unit will consist of one Unit Share and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to purchase one Warrant Share at the Exercise Price at any time up to the Warrant Expiry Date, subject to adjustment and acceleration in certain events. Any unexercised Warrants shall automatically expire on the Warrant Expiry Date. The Warrants will be governed by the Warrant Indenture to be dated as of the Closing Date and to be entered into between the Company and the Warrant Agent. If, following the closing of the Offering, the daily volume weighted average price of the Common Shares on the CSE is equal to or greater than $1.50 for the preceding ten consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is not less than 30 trading days following the date that the Company issued a press release providing notification of such acceleration.

The Underwriters have reserved the right to offer selling group participation, in the normal course of the brokerage business, to selling groups of other licensed broker-dealers, brokers or investment dealers.

In consideration for their services in connection with the Offering, the Company has agreed to pay the Underwriters a fee equal to 6.0% of the gross proceeds of the Offering (being $0.036 per Unit), subject to a reduced fee equal to 3.0% of the gross proceeds from sales of up to 8,333,500 Units to certain purchasers designated by the Company on the President’s List, for an aggregate Underwriters’ Fee (assuming no exercise of the Over-Allotment Option and no Units are purchased under the President’s List) of $1,200,024. All fees payable to the Underwriters will be paid out of the proceeds of the Offering.

As additional consideration for the services rendered in connection with the Offering, the Company has also agreed to issue the Underwriters such number of Compensation Warrants as is equal to 6% of the number of Units issued pursuant to the Offering, including any Units sold on the exercise of the Over-Allotment Option, provided that such number shall be reduced to 3.0% with respect to Units allocated to purchasers on the President’s List. Each Compensation Warrant is exercisable to purchase one Compensation Warrant Share at an exercise price of $0.60 per share for a period of 60 months following the Closing Date, subject to adjustment in certain events. The distribution of the Compensation Warrants is qualified under this Prospectus.

The Company has also agreed to pay the Lead Underwriter the Corporate Finance Fee, with 50% of the Corporate Finance Fee to be paid in cash and 50% of the Corporate Finance Fee to be paid by the issuance of the Corporate Finance Shares at price per share equal to the Offering Price per Corporate Finance Share. The cash portion of the Corporate Finance Fee will be paid out of the proceeds of the Offering. The distribution of the Corporate Finance Shares is qualified under this Prospectus.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable on or before 8:00 a.m. (PST) on the date that is 30 days after the Closing Date, to purchase up to 5,000,100 Additional Units on the same terms solely to cover over-allotments, if any, and for market stabilization purposes. The purchase price for the Additional Units pursuant to the Over-Allotment Option will be equal to the Offering Price.

The Offering Price has been determined based upon arm’s length negotiation among the Company and the Lead Underwriter. Among the factors considered in determining the Offering Price were the following:

the market price of the Common Shares;
prevailing market conditions;
historical performance and capital structure of the Company;
estimates of the business potential and earnings prospects of the Company;
availability of comparable investments;
an overall assessment of management of the Company; and
the consideration of these factors in relation to market valuation of companies in related businesses.

If the Over-Allotment Option is exercised in full and assuming no Units are purchased under the President’s List, and before the deduction of expenses of the Offering estimated to be $375,000, the Price to the Public, the Underwriters’ Fee and the Net Proceeds to the Company will be $23,000,460, $1,380,028 and $21,620,432, respectively. This Prospectus qualifies the distribution of the initial Units and the Additional Units issuable on exercise of the Over-Allotment Option. A purchaser who acquires Additional Units forming part of the Underwriters’ over-allocation position acquires those Additional Units under this Prospectus, regardless of whether the over-allocation position is filled through the exercise of the Over-Allotment Option or secondary market purchases.

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The obligations of the Underwriters under the Underwriting Agreement are several (and not joint nor joint and several), and may be terminated at their discretion upon the occurrence of certain stated events, including: (a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal), including matters of regulatory transgression or unlawful conduct, is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the CSE or any securities regulatory authority) against the Company or its directors, officers or principal shareholders, or there is any enactment or change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters (or any of them), could operate to prevent, restrict or otherwise seriously adversely affect the distribution or trading of the Units or the market price or value of the Common Shares; (b) there shall occur or come into effect any material change in the business, affairs, financial condition, prospects, capital or control of the Company and its subsidiaries, taken as a whole, or any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters (or any of them), has or could reasonably be expected to have a significant adverse effect on the market price or value or marketability of the Units; (c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters (or any of them), seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Company or the marketability of the Units; (d) the Company is in breach of any material term, condition or covenant of the Underwriting Agreement or any representation or warranty given by the Company becomes or is false in any material respect, or (e) a receipt for this Prospectus has not been issued by the British Columbia Securities Commission, as principal regulator, by 5:00 PM (PST), on February 15, 2021.The Underwriters are obligated to take up and pay for all of the Units if any of the Units are purchased under the Underwriting Agreement.

Pursuant to the Underwriting Agreement, the Company has also agreed to indemnify and save harmless to the maximum extent permitted by law, the Underwriters and their respective affiliates and the directors, officers, employees, partners, agents, advisors and shareholders thereof against certain liabilities, including liabilities under Canadian securities legislation or to contribute to payments the Underwriters may have to make because of such liabilities.

Pursuant to the Underwriting Agreement, the Company and each of its senior officers and directors, and each of such senior officer's and director's associates and affiliates, has agreed it will not, and in the case of any person other than the Company will execute an undertaking in favour of the Underwriters, pursuant to which each will agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company for a period of 90 days after the Closing Date, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, except, as applicable in the case of the Company or the applicable person, in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements, provided such options and other similar securities are granted or issued with an exercise price not less than the Offering Price; (ii) the issuance of securities of the Company upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities existing on the date hereof or upon exercise of stock options granted in accordance with (i) above; (iii) the issuance of securities of the Company in connection with an arm’s length acquisition of assets or securities of a company or business; or (iv) the issuance of securities of the Corporation to a strategic investor in connection with a private placement.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed, during the term of the Underwriting Agreement or within 12 months after the closing of the Offering, in the event the Company requires additional equity or convertible debt financing, the Company will offer to engage the Lead Underwriter as its sole lead bookrunner, manager, underwriter and/or private placement agent in connection with such transaction, with a minimum syndicate allocation of 40%, subject to agreeing on mutually acceptable fee arrangements. The terms and conditions relating to any such services will be outlined in a separate engagement letter, underwriting agreement or agency agreement and the fees for such services will be in addition to the fees payable under the Underwriting Agreement, will be negotiated separately and in good faith and will be consistent with fees paid to North American investment bankers for similar services. If the Lead Underwriter does not accept the terms and conditions contained in the Company’s offer, the Company may engage any other person as manager, underwriter and/or private placement agent, provided that the terms and conditions of any such engagement shall be no more favorable to such other person as the terms and conditions offered by the Company to the Lead Underwriter.

Pursuant to the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase Common Shares for their own account or for

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accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market-making activities and a bid or purchase made for or on behalf of a client where the client’s order was not solicited during the period of distribution. Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions in connection with the Offering intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

The Underwriters propose to offer the Units initially at the Offering Price specified above. After a reasonable effort has been made to sell all of the Units at the Offering Price specified, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will have the effect of reducing the compensation realized by the Underwriters by the amount that the aggregate price paid by the purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Company and will not affect the proceeds received by the Company.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except for Units Shares and Warrants issued pursuant to Section 4(a)(2) of the U.S. Securities Act, which securities shall be represented by physical, fully registered certificates, no certificates representing the Unit Shares and Warrants comprising the Units to be sold in the Offering will be issued to purchasers under this Prospectus, except in certain limited circumstances. Subject to the foregoing sentence, registration will be made in the depository service of CDS, or to its nominee, and electronically deposited with CDS on the Closing Date. Each purchaser of Units, except Units issued pursuant to Section 4(a)(2) of the U.S. Securities Act, will typically only be entitled to receive a customer confirmation of purchase from the participants in the CDS depository service (“ CDS Participants ”) from or through which such Units are purchased, in accordance with the practices and procedures of such CDS Participant, subject to limited exceptions. Transfers of ownership of the Unit Shares and Warrants comprising the Units that are held in CDS will be effected through records maintained by the CDS Participants, which include securities brokers and dealers, banks and trust companies. Indirect access to the CDS book-entry system is also available to other institutions that maintain custodial relationships with a CDS Participant, either directly or indirectly. The Units will be offered in each of the Provinces of Canada, other than Québec, through the Underwriters or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Units in the United States or to, or for the account or benefit of, U.S. Persons, and in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

The Company has given notice to the CSE to list the Unit Shares, the Warrants, the Warrant Shares, the Compensation Warrant Shares and the Corporate Finance Shares on the CSE. Listing will be subject to the Company fulfilling all of the listing requirements of the CSE. There is currently no market through which the Warrants may be sold. See “ Risk Factors ”.

Selling and Transfer Restrictions Outside of Canada

Other than in the Offering Jurisdictions, no action has been taken by the Company or the Underwriters that would permit a public offering of the Units offered by this Prospectus in any jurisdiction where action for that purpose is required. The Units offered by this Prospectus may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisements in connection with the offer and sale of any Units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this Prospectus.

The Unit Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or any securities or “blue sky” laws of any of the states of the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons except in accordance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Except as permitted in the Underwriting Agreement, and as expressly permitted by applicable laws of the United States, the Underwriters will not offer or sell the Units within the United States or to, or for the account or benefit of, U.S. Persons. The Underwriting Agreement will enable the Underwriters, by or through certain United States registered broker-dealers that may be appointed by the Underwriters as sub-agents, to (i) offer and resell the Units that they have acquired pursuant to the Underwriting Agreement in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States who are Qualified Institutional Buyers, pursuant to Rule 144A under the U.S. Securities Act and exemption under applicable state securities laws,

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and (ii) offer the Units in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States who qualify as U.S. Accredited Investors and to whom the Company will sell the Units directly on a substituted purchaser basis pursuant to Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws. Moreover, the Underwriting Agreement will provide that the Underwriters will offer and sell the Units outside the United States to nonU.S. Persons only in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Units offered by this Prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Until 40 days after the commencement of the Offering, an offer or sale of the Units, Unit Shares or Warrants within the United States or to, or for the account or benefit of, U.S. Persons by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in reliance on an exemption from the registration requirements of the U.S. Securities Act.

TRADING PRICE AND VOLUME

The Common Shares are listed on the CSE under the symbol “ MCUR ”. The following table shows the monthly ranges of high and low prices per Common Share as well as total monthly volumes traded on the CSE since September 21, 2020, the first date on which the Common Shares commenced trading on the CSE, and prior to the date of this Prospectus.

		Price Range ($)
Period	High	Low	Volume
February 1 – 2, 2021	0.70	0.60	1,384,747
January, 2021	0.80	0.63	11,899,604
December, 2020	1.09	0.55	11,239,556
November, 2020	0.77	0.50	3,811,543
October, 2020	0.90	0.55	4,601,722
September 21 -30, 2020	0.81	0.32	8,568,999

On January 20, 2021, the last full trading day before the announcement of the Offering, the closing price per Common Share on the CSE was $0.69.

PRIOR SALES

Other than as described below or in the documents incorporated by reference herein, for the 12-month period before the date of this Prospectus, the Company has not issued any Common Shares or any securities that are convertible into or exercisable for Common Shares. See “ Consolidated Capitalization ”.

		Price per Security /
Date of Issuance	Number of Securities Issued	Exercise Price
March 6, 2020	1 Incorporator Share(1)	$1.00
May 15, 2020	1,750,000 Common Shares(2)	$0.01
May 19, 2020	20,250,000 Common Shares(2)	$0.02
May 28, 2020	8,270,000 Common Shares(2)	$0.05
June 10, 2020	1,600,000 Options(3)	$0.20
September 17, 2020	14,950,000 Common Shares(4)	$0.20
September 17, 2020	1,196,000 IPO Agent Options(4)	$0.25
September 20, 2020	4,175,000 Options(5)	$0.25
September 21, 2020	180,000 Stock Options(6)	$0.33
September 28, 2020	146,000 Common Shares(7)	$0.80
October 1, 2020	8,110 Common Shares(8)	$0.25
October 5, 2020	8,120 Common Shares(8)	$0.25
October 14, 2020	200,000 Stock Options(9)	$0.79
October 22, 2020	50,000 Stock Options(10)	$0.71

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		Price per Security /
Date of Issuance	Number of Securities Issued	Exercise Price
October 26, 2020	38,025 Common Shares(8)	$0.25
November 9, 2020	500,000 Stock Options(11)	$0.64
November 12, 2020	2,341 Common Shares(8)	$0.25
November 19, 2020	8,000,000 Common Shares(12)	$0.45
November 19, 2020	8,000,000 November Offering Warrants(12)	$0.60
November 30, 2020	500,000 Stock Options(13)	$0.63
December 7, 2020	200,000 Stock Options(14)	$0.65
December 29, 2020	495,167 Common Shares(15)	$0.25
January 21, 2021	180,000 Common Shares(16)	$0.33

Notes:

(1) Issued upon incorporation of the Company and was subsequently cancelled on May 15, 2020.
(2) Private placement of Common Shares.
(3) Options to purchase Common Shares with an expiry date of June 10, 2025.
(4) Issued in connection with the Company’s IPO. The IPO Agent Options are exercisable into one Common Share at an exercise price of $0.25 per share for a period of 24 months following the date of the IPO.
(5) Options to purchase Common Shares with an expiry date of September 20, 2025.
(6) Options to purchase Common Shares with an expiry date of September 21, 2025.
(7) Issued in connection with executive employment and independent contractor agreements.
(8) Issued upon the exercise of certain IPO Agent Options issued in connection with the IPO.
(9) Options to purchase Common Shares with an expiry date of October 14, 2025.
(10) Options to purchase Common Shares with an expiry date of October 22, 2025.
(11) Options to purchase Common Shares with an expiry date of November 9, 2025.
(12) Partially comprising the units of the Company issued in connection with the November Offering. Each unit issued pursuant to the November Offering was issued at a price of $0.45 per unit.
(13) Options to purchase Common Shares with an expiry date of November 30, 2020, issued as partial compensation in connection with an employment agreement.
(14) Options to purchase Common Shares with an expiry date of December 7, 2025.
(15) Issued upon the exercise of IPO Agent Options.
(16) Issued upon the exercise of options.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Farris LLP, Canadian counsel to the Company, and DLA Piper (Canada) LLP, counsel to the Underwriters, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder of Unit Shares and Warrants acquired pursuant to this Offering, and Warrant Shares acquired on the exercise of such Warrants (the Unit Shares and Warrant Shares referred to herein as Common Shares) This summary only applies to a holder that, for the purposes of the Tax Act and at all relevant times: (i) acquires and holds such Common Shares and Warrants as capital property, and (ii) is not affiliated with and deals at arm’s length with Company and any subsequent purchasers of Common Shares and Warrants held by them (a “ Holder ”). A Common Share or Warrant generally will be capital property to a Holder unless it is held in the course of carrying on a business of trading in or dealing in securities, or it has been acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) (“ Tax Proposals ”) before the date of this Prospectus, and the current published administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”). No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all. Except as mentioned above, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations, is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder.

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Accordingly, Holders should consult their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of a Common Share or Warrant.

Allocation of Cost

Holders will be required to allocate on a reasonable basis their cost of each Unit between the Unit Share and the onehalf of one Warrant in order to determine their respective costs for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.54 to each Unit Share and $0.06 to each one-half of one Warrant. Although the Company believes that its allocation is reasonable, it is not binding on the CRA or a Holder.

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base (determined immediately before the acquisition of the Warrant Share) to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Residents of Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is or is deemed to be a resident of Canada (a “ Resident Holder ”).

Resident Holders that might not otherwise be considered to hold their Common Share as capital property may, in certain circumstances, be entitled to have their Common Shares and all other “Canadian securities” (as defined in the Tax Act) owned in the taxation year of the election and all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Resident Holders should consult their own tax advisors as to whether an election under subsection 39(4) of the Tax Act is available and/or advisable in their particular circumstances. This election is not available for the Warrants.

This summary does not apply to a Resident Holder: (i) that is a “financial institution” for purposes of the Tax Act, (ii) that is a “specified financial institution” as defined for purposes of the Tax Act, (iii) that is a corporation that is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Share and/or Warrant, controlled by a non-resident for the purposes of the “foreign affiliate dumping rules” in section 212.3 of the Tax Act, (iv) to which the “functional currency” reporting rules in section 261 of the Tax Act apply, (v) that enters into or has entered into, with respect to the Common Share and/or Warrant, a “synthetic disposition arrangement” or “derivative forward arrangement”, as such terms are defined in the Tax Act, or (vi) an interest in which is a “tax shelter investment” for purposes of the Tax Act. Such Resident Holders should consult their own tax advisors.

Receipt of Dividends on Common Shares

Dividends received or deemed to be received on Common Shares by a Resident Holder that is an individual (other than certain trusts) will be included in computing the individual’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by an individual from a taxable Canadian corporation. Taxable dividends received or deemed to be received by such individual which are designated by Company as “eligible dividends” in accordance with the Tax Act will be subject to enhanced gross-up and dividend tax credit rules under the Tax Act.

Taxable dividends received by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Dividends received or deemed to be received on Common Shares by a Resident Holder that is a corporation will be included in computing its income and generally will be deductible in computing its taxable income for that taxation year. In certain circumstances, taxable dividend received by a Resident Holder that is a corporation may be treated as proceeds of disposition or a capital gain pursuant to the rules in subsection 55(2) of the Tax Act. In addition, a Resident Holder that is a “private corporation” or a “subject corporation” for purposes of the Tax Act will generally be liable to pay a refundable tax

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under Part IV of the Tax Act on dividends received or deemed to be received to the extent such dividends are deductible in computing such Resident Holder’s taxable income.

Disposition of a Common Share or a Warrant

On a disposition or a deemed disposition of a Common Share (other than to the Company, unless purchased by the Company on the open market in the manner in which shares are normally purchased by any member of the public in the open market) or Warrant, a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Common Share or Warrant exceed (or are exceeded by) the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. The adjusted cost base to a Holder of Common Shares and Warrant is described under the headings “ Allocation of Cost ” and “ Exercise of Warrants ”. The tax treatment of any such capital gain (or capital loss) is described under the heading “ Treatment of Capital Gains and Capital Loses ”.

Treatment of Capital Gains and Capital Losses

Generally, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in computing the Resident Holder’s income in that year, and one-half of the amount of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year generally must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such years to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on the Common Share (or on a share for which such Common Share has been substituted) to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Share, directly, or indirectly through a partnership or a trust. Resident Holders to which these rules may be relevant should consult their own tax advisors.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for an additional refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is (i) neither a resident nor deemed to be a resident of Canada (including as a consequence of an applicable income tax treaty or convention) and (ii) does not use or hold, and is not deemed to use or hold Common Shares or Warrants in connection with carrying on a business in Canada (a “ Non-Resident Holder ”). Special rules which are not discussed in this summary, may apply to a non-resident insurer carrying on business in Canada and elsewhere or to an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Receipt of Dividends on Common Shares

Dividends on Common Shares paid or credited, or deemed to be paid or credited to a Non-Resident Holder will be subject to a non-resident withholding tax under the Tax Act at a rate of 25%, subject to reduction under the provisions of an applicable income tax treaty or convention. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-U.S. Income Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend.

Disposition of a Common Share or a Warrant

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of Common Shares or Warrants unless the Common Shares or Warrants disposed of constitute “taxable Canadian property” of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

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Generally, a Common Share and a Warrant will not be “taxable Canadian property” (within the meaning of the Tax Act) of a Non-Resident Holder at a particular time provided the Common Share is listed on a “designated stock exchange” (which currently includes the CSE) unless, at any time during the 60-month period preceding the particular time, (a) the Common Share derived more than 50% of its fair market value directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties (as such terms are defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii), whether or not the property exists; and (b) 25% or more of the issued shares of any class or series of Company’s shares were owned by one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at “arm’s length” (within the meaning of the Tax Act), and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships.

Non-Resident Holders for which the Common Share or Warrant may constitute “taxable Canadian property” should consult their own tax advisors for advice having regard to their particular circumstances.

NON-CANADIAN INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF UNITS, UNITS SHARES, WARRANTS, AND WARRANT SHARES INCLUDING CANADIAN, DOMESTIC, TREATY AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP AND DISPOSITION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

RISK FACTORS

There are certain risks inherent in an investment in the Units and in the activities of the Company. In addition to the risks described herein, reference is made to the sections entitled “Risk Factors” of the MD&A, which is incorporated herein by reference. Prospective investors should carefully consider, in light of their own financial circumstances, the risk factors set forth in the information incorporated by reference herein and all of the other information contained in this Prospectus (including without limitation the documents incorporated herein by reference) before purchasing any of the securities distributed in this Prospectus. The risks described herein are not the only risks faced by the Company and securityholders of the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business. The business, financial condition, revenues or profitability of the Company could be materially adversely affected by any of the risks set forth in this Prospectus, in the documents incorporated by reference herein or such other risks. The trading price of the Common Shares could decline due to any of these risks and investors could lose all or part of their investment. This Prospectus contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Prospectus. See “ ForwardLooking Statements ”. No inference should be drawn, nor should an investor place undue importance on, the risk factors that are included in this Prospectus as compared to those included in the documents incorporated by reference herein, as all risk factors are important and should be carefully considered by a potential investor.

Risks Related to the Offering

An investment in the Units is speculative

An investment in the Units and the Company’s prospects generally are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the headings “Risk Factors” in the MD&A. The risks described below and in the MD&A are not the only ones faced by the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below or in the MD&A actually occur, then the Company’s business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks below and in the MD&A and the other information elsewhere in this Prospectus and consult with their professional advisors to assess any investment in the Company.

Completion of the Offering

The completion of the Offering remains subject to a number of conditions. There can be no certainty that the Offering will be completed. Failure by the Company to satisfy all of the conditions precedent to the Offering would result in the Offering not being completed. If the Offering is not completed, the Company may not be able to raise the funds required for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

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Broad Discretion Regarding Use of Proceeds

Although the Company has set out its intended use of proceeds from this Offering, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company’s business, including the Company’s ability to achieve its stated business objectives.

Forward-looking statements may prove to be inaccurate

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions and uncertainties can be found in this Prospectus under the heading “Forward-Looking Statements”.

Negative Cash Flow

The Company had negative operating cash flow in its most recent interim financial period. The Company’s ability to generate positive operating cash flow will depend on a number of factors, including, among others, the successful commercialization of its products in a highly-competitive environment. To the extent the Company has negative cash flows in future periods, the Company may use a portion of its general working capital or seek additional equity financing to fund such negative cash flows. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all.

Future issuances or actual or potential sales of securities

The issuance by the Company of Common Shares or other securities convertible into Common Shares could result in significant dilution in the equity interest of existing shareholders and adversely affect the market price of the Common Shares. In addition, in the future, the Company may issue additional Common Shares or securities convertible into Common Shares, which may dilute existing shareholders. The Company’s Articles permit the issuance of an unlimited number of Common Shares and an unlimited number of Preferred Shares, and shareholders will have no pre-emptive rights in connection with such further issuances. Also, additional Common Shares may be issued by the Company upon the exercise of stock options and upon the exercise or conversion of other securities convertible into Common Shares. The issuance of these additional equity securities may have a similar dilutive effect on then existing holders of Common Shares.

The market price of the Common Shares could decline as a result of future issuances by the Company, including issuances of shares in connection with strategic alliances, or sales by its existing holders of Common Shares, or the perception that these sales could occur. Sales by shareholders might also make it more difficult for Mind Cure to sell equity securities at a time and price that it deems appropriate, which could reduce its ability to raise capital and have an adverse effect on its business.

Unpredictability and volatility of the Common Shares

Publicly-traded securities such as those of the Company will not necessarily trade at values determined by reference to the underlying value of its business. The prices at which the Common Shares will trade cannot be predicted. The market price of the Common Shares could be subject to significant fluctuations in response to a variety of factors, including the following: actual or anticipated fluctuations in the Company’s quarterly results of operations; recommendations by securities research analysts; changes in the economic performance or market valuations of companies in the industry in which the Company operates; additions or departures by the Company’s executive officers and other key personnel; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; operating and share price performance of other companies that investors deem comparable to the Company; and news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets.

In addition, the securities markets have experienced significant price and volume fluctuations from time to time in recent years that often have been unrelated or disproportionate to the operating performance of particular issuers. These broad fluctuations may adversely affect the market price of the Common Shares. Accordingly, prospective purchasers may not be able to sell their Common Shares at or above the Offering Price.

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Listing of the Warrants for trading

There is currently no public market for the Warrants. There can be no assurance that a secondary market for the Warrants will develop or be sustained after the closing of the Offering. Even if a market develops for the Warrants, there can be no assurance that it will be liquid and that the price of the Warrants will be the same as the price allocated for the Warrants partially comprising the Units. If an active market for the Warrants does not develop, the liquidity of an investor’s investment in the Warrants may be limited and the price may decline below the portion of the offering price allocated to the Warrants.

Warrants are speculative in nature and may not have any value

The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire Warrant Shares and pay an exercise price of $0.80 per Warrant Share, subject to adjustment and acceleration in certain events, prior to the date that is 60 months following the Closing Date, after which date any unexercised Warrants will expire and have no further value. Moreover, following completion of the Offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Products and Business

Government Regulation

The processing, manufacturing, packaging, labeling, advertising and distribution of the Company’s planned products is subject to regulation by one or more governmental authorities, and various agencies of the federal, provincial, state and localities in which its products are sold. These government authorities may attempt to regulate any of Mind Cure’s products that fall within their jurisdiction. Such governmental authorities may not accept the evidence of safety for any ingredients that the Company may want to market, may determine that a particular product or product ingredient presents an unacceptable health risk and may determine that a particular statement of nutritional support that the Company wants to use is an unacceptable claim. Such a determination would prevent the Company from marketing particular products or using certain statements of nutritional support on its products. The Company also may be unable to disseminate third-party literature that supports its products if the third-party literature fails to satisfy certain requirements.

In addition, government authorities could require the Company to remove a particular product from the market. Any recall or removal would result in additional costs to the Company, including lost revenues from any products that the Company is required to remove from the market, any of which could be material. Any such product recalls or removals could lead to liability, substantial costs and reduced growth prospects, all of which could be material.

The Company expects to incur significant ongoing costs and obligations related to its investment in infrastructure,

growth, regulatory compliance and operations

The Company expects to incur significant ongoing costs and obligations related to its investment in developing its business and the products, which could have a material adverse impact on the Company’s results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company. Mind Cure’s efforts to grow its business may be costlier than the Company expects, and the Company may not be able to increase its revenue enough to offset its higher operating expenses. The Company may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If the Company is unable to achieve and sustain profitability, the market price of its Common Shares may significantly decrease.

Third Party Suppliers

The Company does not currently have the infrastructure or capability internally to process and manufacture its proposed mushroom products. The Company expects to rely on third-party organizations to process and manufacture all of its proposed mushroom products and expects to primarily rely on one distributor to obtain all of the mushroom powder it anticipates requiring for its proposed products. Any replacement of this distributor could require significant effort as the Company may not be able to secure supplies from other distributors on a timely basis or on reasonable commercial terms.

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The distributor that the Company anticipates purchasing much of its mushroom powder from may be subject to damage or interruption from, among other things, fire, natural or man-made disaster, disease outbreaks or public health pandemics, power loss, telecommunications or internet failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. The extent to which COVID-19 may impact the Company’s ability to obtain mushroom powder is uncertain and cannot be predicted, however, as many of the mushrooms the Company purchases may be grown in the United States or China, and as the Company’s distributor is based in Canada, the presence of COVID-19 and the governmental and commercial response to the pandemic may negatively affect its ability to source mushroom powder for its products.

Raw Materials.

The Company’s products are derived from mushrooms. Accordingly, the Company and/or its manufacturers must acquire enough mushrooms so that the products can be produced to meet the demand of its customers. A mushroom shortage could result in loss of sales and damage to the Company. If the Company and/or its manufacturers become unable to acquire commercial quality mushrooms on a timely basis and at commercially reasonable prices, and are unable to find one or more replacement suppliers with the regulatory approvals to produce mushrooms at a substantially equivalent cost, in substantially equivalent volumes and quality, and on a timely basis, the Company will likely be unable to meet customer demand.

Limited Number of Products

The Company is heavily reliant on the production and distribution of mushroom and mushroom-derived products. If they do not achieve sufficient market acceptance, it will be difficult for the Company to achieve profitability. Management expects the Company’s revenues to be derived almost exclusively from sales of mushroom-derived products, and the Company expects that its mushroom based products will account for substantially all of its revenue for the foreseeable future. If the mushroom market declines or mushroom-derived products fail to achieve substantially greater market acceptance than they currently enjoy, the Company will not be able to grow its revenues sufficiently for it to achieve consistent profitability. Even if products to be distributed by the Company conform to international safety and quality standards, sales could be adversely affected if consumers in target markets lose confidence in the safety, efficacy, and quality of mushrooms. Adverse publicity about mushroom-derived products that the Company sells may discourage consumers from buying products distributed by the Company.

Development of New Products

The Company’s success will depend, in part, on its ability to develop, introduce and market new and innovative products. If there is a shift in consumer demand, the Company must meet such demand through new and innovative products or else its business will fail. The Company’s ability to develop, market and produce new products is subject to it having substantial capital. There is no assurance that the Company will be able to develop new and innovative products or have the capital necessary to develop such products.

Requirement for Licences Which Have Not Been Obtained and Licensing Risks

The Company’s ability to sell its products in Canada is dependent on the Company receiving its required licenses under the Natural and Non-Prescription Health Products Directorate, including the Canadian Health Product Authorizations. While three of the Company’s planned products have received the required Canadian Health Product Authorizations, there is a risk that future products may never obtain the Canadian Health Product Authorizations or that the Company will not obtain the Canadian Health Product Authorizations on the timeline anticipated by the Company. The timing and success an applicant under the Natural and Non-Prescription Health Products Directorate at the various steps in the authorization process is beyond the Company’s control and is in the sole discretion of Health Canada. If the Company is able to obtain the Canadian Health Product Authorizations, failure to comply with the requirements of any of the Canadian Health Product Authorizations could have a material adverse impact on the business, financial condition and operating results of the Company.

Developing Industry Risks.

The psychedelics industry is a new industry which is highly regulated, highly competitive and evolving rapidly, and psychedelics are illegal substances other than when used for scientific or medical purposes. As such, new risks may emerge, and management may not be able to predict all such risks or be able to predict how such risks may result in actual results differing from the results contained in any forward-looking statements.

These industries are subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. Similar restrictions to the plain packaging requirements and restrictions on promotion of cannabis and the restrictions on promotion of illegal substances in Canada may limit the ability to effectively advertise and promote the Company's products and business. The marketability of any product may also be affected by numerous factors that

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are beyond the control of the investee companies and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the investee companies’ earnings and could make future capital investments or the investee companies’ operations uneconomic. The psychedelics industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably predicted.

The impact of various legislative regimes on the Company's business plans and operations is uncertain. There is no guarantee that the applicable legislation regulating the manufacture, distribution, sale and promotion of psychedelics will create or allow for the growth opportunities the Company currently anticipates.

Consequences of Violations of Laws and Regulations

In Canada, certain active ingredients such as psilocybin are classified as controlled substances and are listed on Schedule III of the CDSA. As such, possession and use of these substances is prohibited unless approved. The governmental authorities in Canada may allow for exemptions to parties to allow possession of controlled substances for scientific purposes. Further, a dealer’s license can be obtained under the Food and Drugs Regulations allowing for the transport, manufacturing, processing and sale of products containing a controlled substance like psilocybin in certain circumstances. Programs relating to controlled substances are strict and penalties for contravention of these laws could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings initiated by either government entities in the jurisdictions in which the Company may in the future operate, or private citizens or criminal charges. There is no guarantee that the Company would be able to obtain an exemption under the CDSA or a dealer’s licence under the Food and Drugs Regulation should it decide to research substances such as psilocybin, which would prevent the Company from being able to handle or research those substances.

Clinical Testing.

Before obtaining marketing approval from regulatory authorities for the sale of the Company’s product candidates, it must conduct pre-clinical studies in animals and extensive clinical trials in humans to demonstrate the safety and efficacy of the product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and has uncertain outcomes. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. The Company does not know whether the clinical trials it may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of its product candidates in any jurisdiction. A product candidate may fail for safety or efficacy reasons at any stage of the testing process. A major risk the Company faces is the possibility that none of its product candidates under development will successfully gain market approval from Health Canada, the FDA or other regulatory authorities, resulting in the Company being unable to derive any commercial revenue from this business segment after investing significant amounts of capital in its development.

The Company cannot predict whether any clinical trials will begin as planned, will need to be restructured, or will be completed on schedule, or at all. The Company’s product development costs will increase if it experiences delays in clinical testing. Significant clinical trial delays could shorten any periods during which the Company may have the exclusive right to commercialize its product candidates or allow its competitors to bring products to market before the Company, which would impair the Company’s ability to successfully commercialize its product candidates and may harm its financial condition, results of operations and prospects. The Company’s product development costs will increase if it experiences delays in testing or approval or if the Company needs to perform more or larger clinical trials than planned. Additionally, changes in regulatory requirements and policies may occur, and the Company may need to amend study protocols to reflect these changes. Amendments may require the Company to resubmit its study protocols for re-examination, which may impact the cost, timing or successful completion of that trial. Delays or increased product development costs may have a material adverse effect on the Company’s business, financial condition and prospects.

Patients for Clinical Trials.

If any of the Company’s products advance from pre-clinical testing to clinical testing, and then through progressively larger and more complex clinical trials, the Company will need to enroll an increasing number of patients that meet its eligibility criteria. There is significant competition for recruiting patients in clinical trials, and the Company may be unable to enroll the patients it needs to complete clinical trials on a timely basis or at all.

Clinical Trial Results.

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From time to time, studies or clinical trials on various aspects of biopharmaceutical products are conducted by academic researchers, competitors or others. The results of these studies or trials, when published, may have a significant effect on the market for the biopharmaceutical products that are the subject of the study. The publication of negative results of studies or clinical trials or adverse safety events related to our drug candidates, or the therapeutic areas in which our drug candidates compete, could adversely affect our share price and ability to finance future development of our drug candidates, and could materially and adversely affect our business and financial results.

Significant Research and Development Expenses with Limited Financial Resources.

The Company expects to expend substantial funds in research and development, including preclinical studies and clinical trials for our drug candidates, as well as for working capital requirements and other operating and general corporate and administrative purposes. Moreover, an increase in its headcount would dramatically increase costs in the near and longterm. Such spending may not yield any commercially viable drugs. Due to limited financial and managerial resources, the Company must focus on a limited number of drug candidates and on specific indications. The Company’s resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Because the successful development of our drug candidates is uncertain, the Company is unable to precisely estimate the actual funds required to develop and potentially commercialize such products. In addition, the Company may not be able to generate sufficient revenue, even if we are able to commercialize any of our drug candidates, to become profitable.

Unfavourable Publicity or Consumer Perception.

The success of the psychedelic therapy industry may be significantly influenced by the public’s perception of psychedelic medicinal applications. Psychedelic therapy is a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to psychedelic therapy will be favourable. The psychedelic therapy industry is an early-stage business that is constantly evolving, with no guarantee of viability. The market for psychedelic therapy is uncertain, and any adverse or negative publicity, scientific research, limiting regulations, medical opinion and public opinion relating to the consumption of psychedelic therapy may have a material adverse effect on the Company’s operational results, consumer base and financial results.

Commercialization and Marketing of Products

The Company is reliant on third-party consultants to assist in its investigating the process of developing and commercializing its nootropic products. No assurance can be given that the results of these investigations will determine that manufacturing and distribution of its products will be feasible or commercially viable. A failure to obtain satisfactory results on these investigations could have a material adverse effect on the Company’s business and may adversely affect the Company’s ability to begin earning revenue.

Conflicts of Interest

Certain directors and officers of the Company are or may become associated with other companies in the same or related industries which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full‐time employment or other business or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers.

Competition

The Company’s industry is highly competitive and composed of many domestic and foreign companies. The Company has experienced and expects to continue to experience, substantial competition from numerous competitors whom it expects to continue to improve their products and technologies. Competitors may announce and introduce new products, services or enhancements that better meet the needs of end‐users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels or other factors. Competitors may be able to respond more quickly than the Company to changes in end‐user requirements and devote greater resources to the enhancement, promotion and sale of their products.

Some of the Company’s competitors may also be better positioned to develop superior product features and technological innovations and able to better adapt to market trends than the Company. The Company’s ability to compete depends on, among other things, high product quality, short lead-time, timely delivery, competitive pricing, range of product offerings and superior customer service and support. Increased competition may require the Company to reduce prices or increase costs and may have a material adverse effect on its financial condition and results of operations. An increase in

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competition for psychedelic therapy may decrease prices and result in lower profits. This increases the risk that the Company will not be able to access financing when needed, or at all.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. The Company’s competitors include large, well-established pharmaceutical companies, biotechnology companies, and academic and research institutions developing therapeutics for the same indications the Company is targeting and competitors with existing marketed therapies. Many other companies are developing or commercializing therapies to treat the same diseases or indications for which the Company’s product candidates may be useful. Many of the Company’s competitors have substantially greater financial, technical and human resources than the Company and have significantly greater experience than the Company in conducting preclinical testing and human clinical trials of product candidates, scaling up manufacturing operations and obtaining regulatory approvals of products. Accordingly, the Company’s competitors may succeed in obtaining regulatory approval for products more rapidly than the Company does.

Quality Control Systems.

The quality and safety of the Company’s products are critical to the success of its business and operations. As such, it is imperative that the Company (and its service providers’) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality of the training program and adherence by employees to quality control guidelines. Any significant failure or deterioration of such quality control systems could have a material adverse effect on the Company’s business and operating results.

Health and Safety

Health and safety issues related to Mind Cure’s products may arise that could lead to litigation or other action against the Company or to regulation of certain of its product components. The Company may be required to modify its recipes or packaging and may not be able to do so. It may also be required to pay damages that may reduce its profitability and adversely affect its financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect the Company’s ability to market certain of its products and, in turn, could harm its business and results from operations.

Product Liability Claims.

The Company may be required to pay for losses or injuries purportedly or actually caused by its products. Historically, there have been no product liability claims; however, there is no assurance that this trend will continue in the future. In the event that the Company’s products are found to cause any injury or damage, the Company will be subject to substantial liability. This liability may exceed the funds available by the Company and result in the failure of its business.

Product Liability Insurance.

As a distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused damages, loss or injury. In addition, the sale of the Company’s products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Even though the Company is not aware of any product liability claims at this time, a product liability claim or regulatory action against the Company could: result in increased costs, could adversely affect the Company’s reputation with its clients and consumers generally, and could have a material adverse effect on the results of operations and financial condition of the Company. Though the Company currently carries product liability insurance coverage, there can be no assurances that the Company will be able to maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all.

Product Recall.

Manufacturers, producers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. If any of the Company’s products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention.

Although the Company’s suppliers have procedures in place for quality assurance, there can be no guarantee that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if the Company is subject to recall, the image of the Company could be harmed. A recall for any of the

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foregoing reasons could lead to decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company’s operations by regulatory agencies, requiring further management attention, potential loss of applicable licences and potential legal fees and other expenses.

Global Commercial Interdependence

Stress in the global financial system may adversely affect the Company’s finances and operations in ways that may be hard to predict or to defend against.

Recent events have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, events seemingly unrelated to the Company, or to its industry, may adversely affect its finances or operations in ways that are hard to predict or defend against. For example, credit contraction in financial markets may hurt the Company’s ability to access credit when it is needed or rapid changes in foreign exchange rates may adversely affect financial results. Finally, a reduction in credit, combined with reduced economic activity, may adversely affect businesses and industries that collectively constitute a significant portion of the Company’s customer base. As a result, these customers may need to reduce their purchases of the Company’s products, or there may be greater difficulty in receiving payment for the products that these customers purchase from the Company. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the business, operating results, and financial condition.

COVID-19 Outbreak

The current global uncertainty with respect to the spread of COVID-19 and its effect on the Canadian economy and the larger global economy, may have negative effects on the Company. While the precise impact of COVID-19 on the Company’s ability to develop its business and its products remains unknown, the rapid spread of COVID-19 around the world and the declaration of a global pandemic by the World Health Organization may result in future workforce shortages and additional sanitary measures, further international border closures that restrict or materially slow the ability of the Company or its competitors to purchase mushroom powder or packaging, restrictions on shipping, both within Canada and the US and internationally, restrictions on the ability of the Company to gain financing through the financial markets, and any changes to Mind Cure’s regulatory framework may increase competition for the mushrooms and packaging used by the Company or affect Mind Cure’s ability to deliver its products to customers – each which could materially affect the business and financial condition of the Company.

To the knowledge of the Company’s management as of the date hereof, COVID-19 does not present, at this time, any specific known impacts to the Company in relation to the Company’s plan of distribution and use of proceeds related to the Offering, nor to the timelines, business objectives or disclosed milestones related thereto. The Company relies on third parties to process and manufacture its products. However, to the knowledge of Company’s management, the ability of these third parties to process and manufacture its products has not been and is not anticipated to be impacted by COVID-19. The Company is not currently aware of any changes in laws, regulations or guidelines, including tax and accounting requirements, arising from COVID-19 which would be reasonably anticipated to materially affect the Company’s business.

Intellectual Property

The Company’s ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its brand and its product creation processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. If the Company is unable to register or, if registered, maintain effective patent rights for its product candidates, the Company may not be able to effectively compete in the market. If the Company is not able to protect its proprietary information and know-how, such proprietary information may be used by others to compete against the Company. The Company may not be able to identify infringements of its patents (if and when granted), and, accordingly, the enforcement of its intellectual property rights may be difficult. Once such infringements are identified, enforcement could be costly and time consuming. Third party claims of intellectual property infringement, whether or not reasonable, may prevent or delay the Company’s development and commercialization efforts. There can be no assurance that the Company’s competitors will not independently develop products or services that are substantially equivalent or superior to the Company’s products or services.

To protect the Company’s intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business. The Company may also inadvertently infringe others intellectual property and be subject to litigation in respect of same. The ability to compete effectively and to achieve partnerships will depend on the Company’s ability to develop and maintain proprietary aspects of the Company’s technology and to operate without infringing on the proprietary rights of others. The presence of such proprietary rights of others could severely limit its ability to develop and commercialize its products and to

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conduct its existing research, and could require financial resources to defend litigation, which may be in excess of the Company’s ability to raise such funds. There is no assurance that the Company’s patent applications that it intends to acquire will be approved in a form that will be sufficient to protect its proprietary technology and gain or keep any competitive advantage that the Company may have or, once approved, will be upheld in any post-grant proceedings brought by any third parties.

The patent positions of pharmaceutical companies can be highly uncertain and involve complex legal, scientific and factual questions for which important legal principles remain unresolved. Patents issued to the Company may be challenged, invalidated or circumvented. To the extent the Company’s intellectual property offers inadequate protection, or is found to be invalid or unenforceable, the Company will be exposed to a greater risk of direct competition. If its intellectual property does not provide adequate protection against the Company’s competitors, its competitive position could be adversely affected, as could the Company’s business, financial condition and results of operations. Both the patent application process and the process of managing patent disputes can be time consuming and expensive, and the laws of some foreign countries may not protect the Company’s intellectual property rights to the same extent as do the laws of Canada and the United States. The Company will be able to protect its intellectual property from unauthorized use by third parties only to the extent that its proprietary technologies, key products, and any future products are covered by valid and enforceable intellectual property rights, including patents, or are effectively maintained as trade secrets, and provided the Company has the funds to enforce its rights, if necessary.

Intellectual Property Protection with Third Party Reliance

The Company’s reliance on third parties requires the Company to share its trade secrets, which increases the possibility that a competitor will discover them. Because the Company is likely to rely on third parties to develop its products/compounds, it will be required to share trade secrets and other confidential information with them. The Company will seek to protect its proprietary technology in part by entering into confidentiality or non-disclosure agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with its collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements will typically restrict the ability of its collaborators, advisors, employees and consultants to publish data potentially relating to its trade secrets and confidential information. The Company’s academic and clinical collaborators will typically have rights to publish data, provided that the Company is notified in advance and may delay publication for a specified time in order to secure is intellectual property rights arising from the collaboration. In other cases, publication rights will be controlled exclusively by the Company, although in some cases the Company may share these rights with other parties. The Company may also conduct joint research and development programs which may require the Company to share trade secrets and confidential information under the terms of research and development collaborations or similar agreements. Despite efforts to protect its trade secrets and confidential information, the Company’s competitors may discover its trade secrets or confidential information, either through breach of these agreements, independent development or publication of information including its trade secrets or confidential information in cases where the Company does not have proprietary or otherwise protected rights at the time of publication. A competitor’s discovery of the Company’s trade secrets or confidential information may impair its competitive position and could have a material adverse effect on its business and financial condition.

Intellectual Property Licensing

The Company may require additional third-party licenses to effectively develop and manufacture its key products and is currently unable to predict the availability or cost of such licenses. A substantial number of patents have already been issued to other natural health product, biotechnology and pharmaceutical companies. To the extent that valid third-party patent rights cover the Company’s products or services, the Company or its strategic collaborators would be required to seek licenses from the holders of these patents in order to manufacture, use or sell these products and services, and payments under them would reduce the Company’s profits from these products and services. The Company is currently unable to predict the extent to which it may wish or be required to acquire rights under such patents, the availability and cost of acquiring such rights, and whether a license to such patents will be available on acceptable terms or at all. There may be patents in Canada, the United States or in foreign countries or patents issued in the future that are unavailable to license on acceptable terms. The Company’s inability to obtain such licenses may hinder or eliminate its ability to manufacture and market its products/compounds.

AUDITOR, TRANSFER AGENT AND WARRANT AGENT

The Company’s independent auditor is Davidson & Company LLP (“ Davidson ”) at its office located at 1200 - 609 Granville St, Vancouver, British Columbia, V7Y 1G6. Davidson is independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

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Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia, will act as Warrant Agent in respect of the Warrants.

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon on behalf of the Company by Farris LLP and on behalf of the Underwriters by DLA Piper (Canada) LLP. As of the date of this Prospectus, the partners and associates of Farris LLP, beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company. As of the date of this Prospectus, the partners and associates of DLA Piper (Canada) LLP beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

PROMOTERS

Philip Tapley may be considered to be a “promoter” of Mind Cure for the purposes of National Instrument 41‐101 – General Prospectus Requirements having taken initiative in founding and organizing Mind Cure. Mr. Tapley directly or indirectly has control over 1,750,000 Common Shares, which represent 3.2% of the Common Shares issued and outstanding as of the date of this Prospectus. Mr. Tapley is also entitled to certain consulting fees in consideration for his services to the Company, which fees have totalled $95,000 in 2020 prior to the date of this Prospectus. Mr. Tapley also holds 250,000 Stock Options, exercisable to purchase 250,000 Common Shares at an exercise price of $0.20 per share.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

In an offering of Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which the Warrant is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

C - 1

CERTIFICATE OF THE COMPANY

Dated: February 3, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, other than Québec.

(signed) “ Kelsey Ramsden ” Chief Executive Officer

(signed) “ Stephen Inouye Chief Financial Officer

On behalf of the Board of Directors of Mind Cure Health Inc.

(signed) “ Jason Pamer ” (signed) “ Philip Tapley Director Director

C - 2

CERTIFICATE OF THE UNDERWRITERS

Dated: February 3, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada, other than Québec.

CANACCORD GENUITY CORP.

(signed) “ Jamie Brown ” Managing Director, Investment Banking

STIFEL NICOLAUS CANADA INC.

(signed) “ Harris Fricker ” President

C - 3

CERTIFICATE OF THE PROMOTER

Dated: February 3, 2021

(signed) “ Philip Tapley ” Philip Tapley

AI assistant

LNG Energy Group — Capital/Financing Update 2021

47917_rns_2021-02-03_ae0007f4-7740-4c63-9fb5-b600dfa7c954.pdf

SHORT FORM PROSPECTUS

New Issue

MIND CURE HEALTH INC.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

DESCRIPTION OF THE BUSINESS

Name, Address and Incorporation

Intercorporate Relationships

Summary Description of the Business

Nootropic Formulations

Digital Therapeutics

Product Discovery

PsyCollage (Bioinformatics Platform)

Priority Indications

Discovery and Lead Optimization

Intellectual Property

Clinical Research

Formulation and Supply

Selected Recent Developments

Market Impact – COVID-19 Pandemic

Regulatory Overview

General

Canada – Supplement Products

United States - Supplement Products

Research and Development Activities

Drug Development and Clinical Trials

Controlled Drugs

USE OF PROCEEDS

Offering Proceeds

Business Objectives and Milestones

DIVIDEND POLICY

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

Warrants

General

Compensation Warrants

CONSOLIDATED CAPITALIZATION

PLAN OF DISTRIBUTION

Selling and Transfer Restrictions Outside of Canada

TRADING PRICE AND VOLUME

PRIOR SALES

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Cost

Exercise of Warrants

Residents of Canada

Receipt of Dividends on Common Shares

Disposition of a Common Share or a Warrant

Treatment of Capital Gains and Capital Losses

Holders Not Resident in Canada

Receipt of Dividends on Common Shares

Disposition of a Common Share or a Warrant

RISK FACTORS

Risks Related to the Offering

An investment in the Units is speculative

Completion of the Offering

Broad Discretion Regarding Use of Proceeds

Forward-looking statements may prove to be inaccurate

Negative Cash Flow

Future issuances or actual or potential sales of securities

Unpredictability and volatility of the Common Shares

Listing of the Warrants for trading

Warrants are speculative in nature and may not have any value

Products and Business

Government Regulation

growth, regulatory compliance and operations

Third Party Suppliers

Raw Materials.

Limited Number of Products

Development of New Products

Requirement for Licences Which Have Not Been Obtained and Licensing Risks

Developing Industry Risks.

Consequences of Violations of Laws and Regulations

Clinical Testing.

LNG Energy Group Capital/Financing Update 2021