Biomind Labs Inc. Completes Reverse Take-Over Transaction

Common Shares Expected to Commence Trading on the Neo Exchange on or about July 28, 2021

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

TORONTO–(BUSINESS WIRE)–Biomind Labs Inc. (formerly Crosswinds Holdings Inc.) (the “Company”), announces that it has completed its previously announced acquisition of all of the outstanding shares of BioMind Research Corp (“Biomind”), a biotech research and development company aimed at transforming biomedical sciences knowledge from natural psychotropic plants into novel pharmaceutical drugs and innovative nanotech delivery systems for a variety of psychiatric and neurological conditions (the “Reverse Takeover”). The Reverse Takeover was completed by way of a merger pursuant to a plan of merger under the BVI Business Companies Act 2004 (British Virgin ‎Islands) (the “Plan of Merger”) between Biomind and a wholly owned subsidiary of the Company, which resulted in the reverse takeover of the Company by the shareholders of Biomind. Further details of the Reverse Takeover and the Plan of Merger are available in the Company’s filing statement dated June 29, 2021 (the “Filing Statement”), available under the Company’s profile on SEDAR at www.sedar.com.

Unless otherwise indicated, all currency references are to Canadian dollars.

Alejandro Antalich, CEO of the Company, said: “Our listing on the Neo Exchange is the next chapter in the Company’s evolution. We will aim to build a strong relationship with the psychiatric community with the potential to establish, while working closely with government authorities and health agencies, the safety and effectiveness that psychiatrists need when prescribing medications. Millions of people around the world suffer from debilitating mental conditions that may have been exacerbated by the collateral effects of the COVID-19 pandemic. Our company is focusing on affordable and fast-acting psychedelics that have the potential to alleviate such mental conditions. Our motivation is to assist doctors in saving more lives and to give a second chance to patients who have lost hope.”

Prior to the Reverse Takeover taking effect, the Company (a) continued out of the jurisdiction of Alberta under the Business Corporations Act (Alberta) and into the jurisdiction of Ontario under the Business Corporations Act (Ontario) (the “Continuance”), (b) consolidated its common shares (the “Common Shares”) on the basis of 32.5 old Common Shares into one (1) new Common Share (the “Consolidation”), (c) changed its name to “Biomind Labs Inc.” (the “Name Change”); and approved a new stock option plan (the “New Plan”). The Continuance, Consolidation, Name Change and the New Plan were approved at the annual and special meeting of the shareholders of the Company held on May 14, 2021.

On closing of the Reverse Takeover, the holders of common shares in the capital of Biomind (each, a “Biomind Share”) received one (post-Consolidation) Common Share for each Biomind Share outstanding immediately prior to completion of the Reverse Takeover.

On July 9, 2021, Biomind issued 4,420,647 subscription receipts (the “Subscription Receipts”) at a price of $1.40 per Subscription Receipt for aggregate gross proceeds of $6,188,906. Canaccord Genuity Corp. (the “Agent”) acted as agent and sole bookrunner in relation to the brokered private placement. Immediately prior to closing the Reverse Takeover, each Subscription Receipt was converted into one Biomind Share.

The Common Shares (post-Continuance, Consolidation and Name Change) are expected to commence trading on the facilities of the Neo Exchange Inc. (the “NEO Exchange”) under the symbol “BMND” at the opening of the markets on or about July 28, 2021, subject to the satisfaction of certain conditions to listing. A further press release will be issued in advance of the commencement of trading.

In connection with the Reverse Takeover, the Company issued a total of 74,045,647 Common Shares in exchange for Biomind Shares. Upon completion of the Reverse Takeover, the Company has a total of 74,761,853 Common Shares issued and outstanding as well as compensation warrants exercisable for up to 180,343 Common Shares at a price of $1.40 per share and options to purchase up to 3,020,000 Common Shares.

Following the Reverse Takeover, the leadership team of the Company is as follows:

• Alejandro Antalich — Chief Executive Officer and Director
• Oscar Leon — Chief Financial Officer and Director
• Juan Presa — Chief Legal Officer
• Ravi Sood — Director
• Fraser Buchan — Director
• Ben Illigens — Director

Additional information related to the Company’s business and the Reverse Takeover (including the members of the management team and board of directors listed above) is available in the Filing Statement.

Early Warning

As a result of the Reverse Takeover, Union Group Ventures Limited has beneficial ownership of, or control or direction over, an aggregate of 50,000,000 Common Shares and options to purchase up to 1,000,000 Common Shares representing approximately 66.9% of the issued and outstanding Common Shares on a non-diluted basis, and representing approximately 65.4% of the issued and outstanding Common Shares on a fully-diluted basis.

The Common Shares were acquired for investment purposes and Union Group Ventures Limited has no current intention to acquire control or direction over additional securities of the Company as of the date of this news release, either alone or together with any joint actors. A copy of the early warning report providing further details of Union Group Ventures Limited’s holdings will be available on the Company’s SEDAR profile at www.sedar.com. A copy of this report can be obtained by contacting Alejandro Antalich, Chief Executive Officer, at +59892251500.

About Biomind Labs Inc.

The Company is a biotech research and development company aimed at transforming biomedical sciences knowledge from natural psychotropic plants into novel pharmaceutical drugs and innovative nanotech delivery systems for a variety of psychiatric and neurological conditions. Through its acceleration platform, the Company is developing novel pharmaceutical formulations of the main natural psychedelic molecules, N, N-dimethyltryptamine (DMT), 5-MeO-DMT and mescaline for treating a wide range of therapeutic indications. The Company’s focus is to guarantee patients access to affordable and modern-day treatments and use cases. The Company understands that long-lasting psychedelic effects make it difficult to create adequate clinical protocols to serve a larger number of patients, and this is the reason why the Company specializes in fast-acting psychedelics.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

Forward-looking statements in this document include, among others, statements relating to expectations regarding the trading of the Common Shares on the NEO Exchange, the potential of the Company’s products to alleviate certain mental conditions, building strong relationships with the psychiatric community, the business plans and growth plans of the Company and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (b) compliance with extensive government regulation; (c) domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; (d) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating peers; (e) adverse changes in the public perception of tryptamine-based treatments and psychedelic-based therapies; (f) the impact of COVID-19; and (g) general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.

The Company makes no medical, treatment or health benefit claims about the Company’s proposed products. The U.S. Food and Drug Administration, Health Canada or other similar regulatory authorities have not evaluated claims regarding tryptamine-based treatments, psychedelic-based therapies or other psychedelic compounds. The efficacy of such products has not been confirmed by approved research. There is no assurance that the use of psychedelic tryptamines, tryptamine derivatives or other psychedelic compounds can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. The Company has not completed clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy and safety of potential products do not imply that the Company verified such in clinical trials or that the Company will complete such trials. If the Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the Company’s performance and operations.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Reverse Takeover, any information released or received with respect to the Reverse Takeover may not be accurate or complete and should not be relied upon.

The NEO Exchange has in no way passed upon the merits of the Reverse Takeover and has neither approved nor disapproved the contents of this press release and accepts no responsibility for the adequacy or accuracy of this release.

Contacts

Biomind Labs Inc.

Alejandro Antalich

Chief Executive Officer

Email: [email protected]