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VANCOUVER, BC, May 5, 2023 /CNW/ – Mind Cure Health Inc. MCUR MCURF 6MH (“mental healing“, The “Pursue” or the “Resulting Issuer” upon Completion of the Proposed Transaction (as defined below)) and LNG Energy Group Inc. (“LNG energy“) are pleased to provide an update on the previously announced binding letter of intent dated November 17, 2022. Effective as of the date of this publication, Mind Cure and LNG Energy have entered into an Arrangement Agreement (the “mediation contract“), pursuant to which Mind Cure will acquire all of the issued and outstanding common shares in the capital of LNG (each a “LNG stock“) in exchange for the issuance of one (1) common share in the capital of the Resulting Issuer (each a “Resulting Issuer Share“) for each (1) LNG Share by way of a Scheme of Agreement under the laws of British Columbia under the Supreme Court of British Columbia (The “Proposed Transaction“). In connection with the closing of the Proposed Transaction, the Company intends to delist from the Canadian Securities Exchange (the “CSE“) and listing on the TSX Venture Exchange (the “TSXV” or the “Exchange“). Pursuant to the terms of the Arrangement Agreement, Mind Cure will consolidate on the basis of one (1) post-consolidation common share in Mind Cure’s capital (“Mind Cure shares“) for every six (6) Mind Cure Shares prior to the Consolidation (the “Mind Cure Consolidation“) versus the previously announced 2.4 to one (1) consolidation.

In support of the Proposed Transaction, Mind Cure shareholders holding 6,209,889 Mind Cure shares (on a Mind Cure consolidation basis), representing approximately 40% of the issued and outstanding Mind Cure shares, have voting, blocking and Entered into Support Agreements in which their Resulting Issuer Shares are subject to the Mind Cure Lock-Up (as defined herein) and in which they have agreed to elect their Mind Cure Shares…

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