Greenbrook TMS Announces Completion of US$23.5 Million Private Placement Led by Masters Special Situations

Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has completed a non-brokered private placement (the “Private Placement”) of common shares of the Company (the “Common Shares”). Pursuant to the Private Placement, an aggregate of 2,353,347 Common Shares were issued at a price of US$10.00 per share, for aggregate gross proceeds to the Company of approximately US$23.5 million. The financing was led by new investor Masters Special Situations, LLC and affiliates thereof (“MSS”). In connection with the Private Placement, MSS will receive the right to appoint a nominee to the board of directors of the Company. Additional new investors, including BioStar Capital, also participated in the financing, along with existing investors, Greybrook Health Inc. (“Greybrook Health”) and 1315 Capital II, L.P. (“1315 Capital”).

The Company intends to use the proceeds from the Private Placement for the development of new mental health service centers that specialize in Transcranial Magnetic Stimulation (“TMS”) treatment as well as working capital and general corporate purposes.

The offer and sale of the Common Shares in the Private Placement was made in the United States solely to accredited investors pursuant to the exemption from registration in Rule 506(c) of Regulation D promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and in Canada pursuant to and in compliance with exemptions from the prospectus requirements of applicable Canadian securities laws.

In connection with the Private Placement, MSS, Greybrook Health and 1315 Capital will each receive the right to appoint a nominee to the board of directors of the Company, and all investors will receive customary registration rights.

This press release does not constitute an offer to sell or the solicitation of an offer to buy ‎any securities in any jurisdiction in which such offer, solicitation or sale would be ‎unlawful.‎

MI 61-101 Disclosure

Greybrook Health and 1315 Capital are each insiders of the Company. Accordingly, the Private Placement is considered a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR under the Company’s issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Private Placement as the details of the Private Placement and the participation therein by the “related parties” of the Company were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for business reasons.