Announcement • Aug 17
LNG Energy Group Inc. completed the acquisition of Mind Cure Health Inc. (CNSX:MCUR) in a reverse merger transaction.
LNG Energy Group Inc. signed a binding Letter of Intent to acquire Mind Cure Health Inc. (CNSX:MCUR) in a reverse merger transaction on November 17, 2022. LNG Energy Group Inc. entered into an arrangement agreement to acquire Mind Cure Health Inc. for CAD 13.2 million in a reverse merger transaction on May 5, 2023. Mind Cure will acquire all of the issued and outstanding common share in the capital of LNG in exchange for the issuance of one (1) post-Consolidation common share in the capital of the Resulting Issuer for every one (1) LNG Share. It is currently anticipated that LNG Energy and a wholly-owned subsidiary of Mind Cure which will constitute a reverse-takeover of Mind Cure by LNG Energy. Pursuant to the LOI, LNG Energy will complete a brokered private placement of subscription receipts exchangeable into common shares and a bank debt financing. The resulting issuer that will exist upon completion of the transaction will change its business to that of LNG Energy. In connection with the completion of the Proposed Transaction, MCUR intends to delist from the Canadian Securities Exchange (the "CSE") and list on the TSX Venture Exchange (the "TSXV"). Pursuant to the terms of the Arrangement Agreement, Mind Cure will effect a consolidation on the basis of one (1) post-consolidation common share in the capital of Mind Cure for every six (6) pre-consolidation Mind Cure Shares. If the transaction is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as LNG Energy and Mind Cure shall determine, and certain officers of Mind Cure shall resign and be replaced with officers appointed by the new board of directors. Upon completion of the Proposed Transaction, the Resulting Issuer shall continue from British Columbia into the province of Ontario. As of June 8, 2023, Mind Cure and LNG Energy have entered into an amended and restated arrangement agreement (the "A&RArrangement Agreement") to amend and restate the Original Arrangement Agreement. The terms and conditions of the A&R Arrangement Agreement are substantially similar to those of the Original Arrangement Agreement and the A&R Arrangement Agreement was entered into so as to reflect certain revised structuring considerations in the implementation of the Proposed Transaction. Such revised structuring considerations include removing the name change of the Company from a step in the plan of arrangement pursuant to the A&R Arrangement Agreement such that it will occur as soon as possible after closing of the Proposed Transaction and in connection with the expected continuance of the Resulting Issuer from the Province of British Columbia to the Province of Ontario.
Completion of the transaction is subject to a number of conditions, including, among other items: the consolidation of the Mind Cure existing share capital on a 2.4-for-1 basis or such other basis as mutually determined; Mind Cure changing its name to "LNG Energy Group Inc." or such other mutually determined name; completion of the Private Placements and Debt Financing, Lock-up Agreement, the acquisition by LNG of a company which holds operating oil and gas field properties in South America; receipt of approval of shareholders of MCUR, regulatory and third-party consents, including approval of the transaction by the Canadian Securities Exchange, issuance of a final order by the Supreme Court of British Columbia and the listing of the shares of the Resulting Issuer on the CSE. In support of the Proposed Transaction, Mind Cure Shareholders holding 6,209,889 Mind Cure Shares (on a post-Mind Cure Consolidation basis) representing approximately 40% of the issued and outstanding Mind Cure Shares, entered into voting, lock-up and support agreements in which their Resulting Issuer Shares will be subject to the Mind Cure Lock-Up (as defined herein) and in which they have agreed to vote their Mind Cure Shares for any shareholder resolutions in connection with the Proposed Transaction. As per the filling on May 15, 2023, the transaction has been unanimously approved by the board of Mind Cure and LNG. As of June 9, 2023, LNG Energy closed the initial tranche of a private placement of 31,229,630 subscription receipts of LNG Energy. As per filling on June 13, 2023, Mind Cure Health received the court approval for this transaction. The transaction is expected to close in the first quarter of 2023. As of June 9, 2023, the transaction is expected to close on or about June 15, 2023.
Cassels Brock & Blackwell LLP acts as Canadian legal counsel to LNG Energy. Farris LLP acts as legal counsel to Mind Cure. Evans & Evans, Inc acted as fairness opinion provider to Mind Cure. Computershare Investor Services acted as transfer agent to Mind Cure. LNG Energy has been represented Dentons LLP (Colombian counsel), Nauth PLC (US counsel) and Clifford Chance LLP (US counsel). Kingsdale Advisors is acting as strategic shareholder advisor and proxy solicitation agent to Mind Cure.
LNG Energy Group Inc. completed the acquisition of Mind Cure Health Inc. (CNSX:MCUR) in a reverse merger transaction on August 15, 2023. In connection with the transaction, Mind Cure Health will continue from the Province of British Columbia into the Province of Ontario and change its name from “Mind Cure Health Inc.” to “LNG Energy Group Corp.” with an anticipated effective date on or about August 17, 2023. The ticker symbol for the Common Shares will be “LNGE”. Upon closing of the Transaction, the management and board of directors of the Company are as follows: Pablo Navarro – Chairman and Chief Executive Officer; Angel Roa – Chief Financial Officer; Nicolas Ziperovich – Chief Operating Officer; Michael Galego – Chief Legal Officer, Corporate Secretary and Director; Jeff Agosta – Director; Al Holcomb – Director; and Stan Jumper – Director. LNG Energy received conditional approval to list its common shares and Common Share purchase warrants on the TSX Venture Exchange.
