Exchange Bulletin

MindBeacon Holdings Inc. (MBCN) To Trade On Toronto Stock Exchange

December 16, 2020
Issuer: MindBeacon Holdings Inc. (the "Company")
Security: Common shares (the "Common Shares")
Symbols: MBCN
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Common Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's preliminary base PREP prospectus dated December 7, 2020. It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Common Shares.
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Common Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Common Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Common Shares will be listed on TSX.
Trading currency: CDN$
Temporary market maker: Independent Trading Group (ITG) Inc.
Other markets: None
Settlement: Subject to the closing of the Offering: (i) all trades in "MBCN" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "MBCN" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
Parties who are entitled to receive Common Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Common Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "MBCN" "if, as and when issued" market.
If and when the Offering closes, there will be no further trading in "MBCN" on an "if, as and when issued" basis and the Common Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial, Non-exempt
Security ownership registration: Uncertificated Issue – CDS Non Certificated Inventory system
Investor relations: John Plunkett
Chief Financial Officer, Corporate Secretary
(647) 532-2097
Incorporation: Canada Business Corporations Act
Fiscal year end: December 31
Nature of business: The Company offers a comprehensive continuum of mental healthcare through a proprietary online platform and in-clinic care which is aimed at addressing unmet needs for both private and public mental health resources.
Transfer agent and registrar: AST Trust Company (Canada) at its principal offices in Toronto
Dividends: The Company does not anticipate paying dividends on the Common Shares. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, its financial condition, then current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.
Sponsorship: Waived
Disclosure document: Preliminary base PREP prospectus dated December 7, 2020 which is available at Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial public offering: The Offering of Common Shares is comprised of a Treasury Offering and an over-allotment option consisting of a Secondary Offering by the Selling Shareholders. Based on an expected price between $7.00 and $8.00 per Common Share, approximately 6,250,000 to 7,143,000 Common Shares will be offered, for gross proceeds of approximately $50,000,000 to the Company (before over-allotment) and $7,500,000 to the Selling Shareholders (assuming full exercise of the over-allotment).
The syndicate of Underwriters is comprised of TD Securities Inc., Credit Suisse Securities (Canada), Inc., Canaccord Genuity Corp., Bloom Burton Securities Inc., Beacon Securities Limited and Echelon Wealth Partners Inc.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange