Biomind Research Corp. signed a binding definitive agreement to acquire Crosswinds Holdings Inc. (OTCPK:CRSW.F) for CAD 4.7 million in a reverse merger transaction on February 19, 2021. Upon completion of the transaction it is anticipated that: 69.63 million resulting issuer shares issued at the exchange ratio to existing holders of Biomind Shares, 4.33 million resulting issuer shares issued at the exchange ratio to holders of Biomind Shares (issued upon the deemed exchange of the Subscription Receipts); and 716,333 resulting issuer shares held by the shareholders of Crosswinds, on a post Consolidation basis. Pursuant to the agreement, Crosswinds will acquire all of the issued and outstanding ordinary shares of Biomind by way of a three-cornered merger pursuant to a plan of merger and as consideration, for the completion of the proposed transaction, and subject to customary adjustments, including any consolidation of the outstanding common shares of Crosswinds that may be effected prior to closing, holders of Biomind shares will receive such number of common shares of the Resulting Issuer for each one Biomind share. Any outstanding options, warrants or other exchangeable or convertible securities of Biomind will be exchanged, on an equivalent basis, for securities of the Resulting Issuer. In addition to the transaction, Biomind will on a best-efforts private placement basis, subscription receipts of Biomind for aggregate gross proceeds of up to approximately CAD 20 million. As of May 28, 2021, in connection with the transaction and for the purpose of increasing the distribution of the Common Shares, Chris Irwin indirectly disposed of an aggregate of 1.5 million common shares in the capital of Crosswinds Holdings Inc. in various private transactions.As of July 9, 2021, Biomind completed the private placement of subscription receipts. Pursuant to the Financing, Biomind issued 4,420,647 Subscription Receipts at a price of CDN 1.40 per Subscription Receipt for gross proceeds of CDN 6.19 million. Following the completion of the proposed transaction, Resulting Issuer will continue the business of Biomind, being the research, development and commercialization of innovative psychotropic pharmaceutical products for the treatment of psychiatric and neurological conditions. The Resulting Issuer intends to apply to have its common shares listed and posted for trading on the NEO Exchange under the name “Biomind Labs Inc.” Following completion of the transaction, the Board of Directors and management of the Resulting Issuer will be reconstituted and will comprise of Alejandro Antalich, as Chief Executive Officer and Director; Oscar Leon as Chief Financial Officer and Director; Juan Presa as Chief Legal Officer; Ravi Sood as Director; Fraser Buchan as Director; and Ben Illigens as Director. The resulting issuer will change its head office to the head office of Biomind, being Pando Science and Technology Park, Camino Saravia s/n Pando 91000 Canelones, Uruguay, and its registered office to 181 Bay Street, Suite 1800, Brookfield Place, Toronto Ontario M5J2T9.

Completion of the proposed transaction will be subject to the satisfaction or waiver of a number of conditions including, among others, the completion of the concurrent financing on or before May 20, 2021, receipt all necessary Board, shareholder of Crosswinds and Biomind for the proposed transaction and related arrangements, approval of the Neo Exchange and all other necessary consents of other third parties, the outstanding crosswinds common shares will be consolidated pursuant to the consolidation, filing and registration of the Articles of merger, each party being satisfied with its legal and financial due diligence review of the respective party and its business; and approval of the listing of the Resulting Issuer Shares on an applicable Canadian stock exchange and other customary closing conditions. The Name Change and Consolidation were approved by shareholders of Crosswinds at its annual and special meeting held on May 14, 2021 and the name change, consolidation and continuance were completed. As of June 29, 2021, the Neo Exchange has conditionally approved the transaction subject to Crosswinds fulfilling all the requirements of the Neo Exchange. The proposed transaction is expected to close in the second quarter of 2021. Computershare Trust Company of Canada acted as transfer agent to Crosswinds Holdings.

Biomind Research Corp. completed the acquisition of Crosswinds Holdings Inc. (OTCPK:CRSW.F) in a reverse merger transaction on July 23, 2021. The Common Shares are expected to commence trading on the facilities of the Neo Exchange Inc. 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. The transaction was approved by shareholders of Crosswinds on May 14, 2021. Richard Kimel, Marek Lorenc and Danny Kharazmi of Aird & Berlis acted as legal advisor for Biomind Labs Inc. (formerly Crosswinds Holdings Inc.).