MyndTec Inc. Completes Second Tranche of Non-Brokered Private Placement

Mississauga, Ontario--(Newsfile Corp. - May 23, 2025) - MyndTec Inc. (CSE: MYTC) ("MyndTec" or the "Company"), a neurological treatment and rehabilitation medical technology company, is pleased to announce that it has closed the second tranche of its non-brokered private placement previously announced on January 30, 2025 (the "Offering"). The second tranche of the private placement consists of 697,023 Units of the Company (the "Units") at a price of $0.20 per Unit for aggregate gross proceeds to the Company of $139,404.60 (the "Second Tranche"). The completion of the Second Tranche brings the aggregate Units issued to date under the Offering to 1,389,759 for aggregate gross proceeds under the Offering to $277,951.80.

Each Unit is comprised of one common share (each, a "Common Share") in the capital of the Company and one half (1/2) Common Share purchase warrant (each, a "Warrant"), whereby each whole Warrant is exercisable to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.24 per Warrant Share for a period of 36 months following the applicable Closing Date.

The Company intends to use the net proceeds of the Second Tranche for general corporate purposes, including working capital, corporate development, development of machine learning models, settlement of outstanding debt obligations, investor relations and marketing.

In Canada, the Units (and the underlying Common Shares, Warrants and Warrant Shares) are subject to a statutory hold period of four (4) months from the closing date of this tranche. In the United States, the Units (and the underlying Common Shares, Warrants and Warrant Shares) have not and will not be registered under the U.S. Securities Act and are subject to restrictions on transfer that prevent any transfer or resale absent registration or an applicable exemption from the registration requirements under United States federal and state securities laws. Closing of this tranche remains subject to the final acceptance by the Canadian Securities Exchange.

Related parties of the Company subscribed for Units under the private placement. As such, this participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the Company's securities are not listed on a specified market and the fair market value of the Units being issued to these related parties does not exceed $2,500,000, as determined in accordance with MI 61-101. The Company did not file a material change report with respect to the participation of the insiders at least 21 days prior to the closing as the related party participation was not determined at that time.