VANCOUVER, British Columbia , May 21, 2020 — NewLeaf Brands Inc. (NLB.CN) (OTC: NLBIF) (0NF.F) (“NewLeaf Brands” or the “Company“) is pleased to announce that it has signed a non-binding Letter of Intent (“LOI”) with Mindleap Health Inc. (“Mindleap”), dated May 20, 2020 , pursuant to which NewLeaf Brands will acquire, by way of share exchange, 100% of all of the issued and outstanding securities of Mindleap, an arm’s length company.
Mindleap is an advanced digital health platform that helps people connect with mental health specialists that can empower them to thrive and develop habits for a healthy mind. The software platform has been designed by leading psychologists and neuroscientists to improve on current telemedicine solutions and is set to launch in Q3 of 2020. Mindleap’s software development team has a proven track record in delivering software solutions on budget and on time. Mindleap’s developers have previously launched successful HIPAA compliant eHealth applications and, cumulatively, have developed over 200 software applications in the last decade.
Today, more than 300 million people suffer from depression worldwide, with about 100 million of whom do not respond to available treatments. Psychedelic medicine offers the potential to revolutionize the mental health industry and is witnessing staggering growth. Mindleap is uniquely designed to meet the needs of the over 90+ psychedelic clinics and 30 million underground psychedelic users. The company’s platform will allow mental health specialists to provide psychedelic aftercare along with addiction, and holistic wellness services and programs.
Mindleap Health Founder and CEO, Nikolai Vassev stated: “We have always believed in building strong alliances and are extremely pleased to begin working with the talented team at New Leaf. Their investment in Mindleap will allow us to speed up our time to market, add more advanced capabilities but most importantly will get us closer to our goal of improving access to mental health services for those that need them most.”
The Global Telemedicine Market Size was valued at USD 31.46 Billion in 2018 and is expected to grow at a CAGR of 19.28% until 2025. The pandemic has shown the need for virtual therapy services and it’s expected there will be over 1 billion telemedicine sessions by the end of 2020. Mindleap’s innovative technology and business model strive to capture a unique and growing piece of that market.
NewLeaf Brands Director and CEO, Josh Bartch , stated: “Upon diving into Mindleap’s unique approach to the mental health space and seeing their innovative technology we were immediately blown away. Mindleap fills a much needed void in the marketplace that we see as an incredibly important aspect of the overall success of modern mental health treatments. Mindleap’s unique focus on psychedelic aftercare, addiction and holistic wellness fits well with our strategy and we are excited for them to join the NewLeaf family.”
Pursuant to the LOI, NewLeaf Brands will acquire 100% of the issued and outstanding shares in the capital of Mindleap in exchange for CAD $3,500,000 , payable in common shares in the capital of the Company at a deemed price per share equal to CAD $0.55 , as of the date of signing the LOI. NewLeaf Brands shall also advance CAD $500,000 in direct investment into Mindleap upon closing of the transaction and CAD $500,000 before, or on, September 1, 2020 .
The Company will pay a finder’s fee for the transaction. The Company will look to close the transaction following the completion of the due diligence investigations. Closing is subject to definitive documentation and applicable regulatory approvals.
About NewLeaf Brands
NewLeaf Brands, Inc. is the parent company operating innovative product divisions in the Naturally Sourced Therapies (NST) space. While controlling a variety of Psilocybin and hemp-derived CBD brands that design, manufacture and distribute cutting edge products, Newleaf Brands Inc. further enhances its portfolio with numerous cultivation properties, retail locations, and other land assets.
NewLeaf Brands Inc. is the progressive and innovative Naturally Sourced Therapies (NST) lifestyle group known around the globe. Focusing on the rapidly emerging psilocybin and psychedelic medicines market, the Company’s wholly-owned subsidiary 1220611 B .C. Ltd. (operating as Mydecine Group) (“Mydecine”) is a vertically integrated company engaged to utilize the vast medicinal, health and wellness capabilities of the various compounds found in mycology as a whole. Established to parallel the early emergence of the industry, Mydecine aims to be a pioneer in the cultivation, processing, product development, and research and development of mycology’s exciting compounds through its three divisions, “Mydecine Farms,” “Mydecine Wellness” and “Mydecine Labs.” Furthermore, the Company’s wholly-owned subsidiaries in the hemp-derived CBD space, We are Kured LLC, Drink Fresh Water LLC, Relyfe Brand LLC, Fresh Water CBD LLC and TeaLief Brand LLC have quickly developed into market leaders and maintain extensive retail and cultivation land investments in the United States .
About Mindleap Health
Mindleap is developing an advanced digital health platform that will provide support for people that are looking to achieve personal transformations and overcome mental health challenges. Mindleap is the only digital health platform that combines telehealth with mood, emotion and habit tracking. This is a paradigm shift to conventional mental health as Mindleap personalized support and users have the tools needed to track their progress and take control of their mental health.
You can learn more about the company here: https://mindleap.health/
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to completion of planned improvements at both the Canadian and US sites on schedule and on budget, the availability of financing needed to complete the Company’s planned improvements on commercially reasonable terms, planned occupancy by the tenant-growers, commencement of operations, differences in yield on expected harvests, delays in obtaining statutory approval for marijuana production plans, issues that may arise throughout the grow period, outdoor crops affected by weather, the ability to mitigate the risk of loss through appropriate insurance policies, and the risks presented by federal statutes that may contradict local and state legislation respecting legalized marijuana. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This news release does not constitute an offer of securities for sale in the United States . These securities have not and will not be registered under United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon.
On Behalf of the Board of Director
Chief Executive Officer
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SOURCE NewLeaf Brands Inc.
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