Exchange Bulletin

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

December 21, 2020
Issuer: MindBeacon Holdings Inc. (the "Company")
Security: Common shares (the "Common Shares")
Symbols: MBCN
Issue price per security: $8.00
Number of securities issued and outstanding: 23,634,105
Number of securities reserved for issuance: 3,998,782
Listing category: Industrial, Non-Exempt
Trading currency: CDN$
Transaction: Initial public offering of Common Shares (the "Offering")
Listing date: December 22, 2020 (as at 5:01 p.m.) in anticipation of closing of the Offering
Anticipated closing date: December 23, 2020 (prior to the opening)
Posted for trading date: December 23, 2020 (at the opening) subject to confirmation of closing of the Offering
End of trading on an "if, as and when issued" basis: The Common Shares commenced trading on TSX on an "if, as and when issued" basis on Friday, December 18, 2020. Subject to the closing of the Offering occurring as scheduled prior to the opening of business on Wednesday, December 23, 2020, trading on an "if, as and when issued" basis will conclude at the close of business on, Tuesday, December 22, 2020, unless the Offering closing has been delayed.
Other market(s): None
Temporary market maker: Independent Trading Group (ITG) Inc.
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: Supplemented PREP prospectus dated December 17, 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 8,125,000 Common Shares issued from treasury being offered to the public at a price of $8.00 per Common Share (the "Offering Price") for total gross proceeds of $65 million to the Company. In addition, the Selling Shareholders have granted an over-allotment option pursuant to which the Underwriters may purchase up to an additional 1,218,750 Common Shares. 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.
Additional Information: See also TSX Bulletins 2020-1017 and 2020-1023 respectively dated December 16, 2020 and December 18, 2020.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange