Optimind Pharma Announces Definitive Agreement for Proposed Change of Business with InterviewDesk - Seite 2

No advances to be made by the Company are contemplated and a finder's fee of 5,000,000 Company Shares is payable in connection with the Transaction. The Company anticipates it will change its name in connection with the Transaction to a name to be determined by the parties.

Other than nominees to the board and management of the Resulting Issuer selected by InterviewDesk, no new insiders are expected to be created as a result of the Transaction.

The SEA provides that the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) completion of due diligence investigations, (ii) approval from the CSE for the Transaction and the listing of all applicable securities in connection with the Transaction; (iii) receipt of all requisite corporate, and shareholder consents and approvals; and (iv) the completion of the Concurrent Financing, as described below.

Concurrent Financing

Prior to or concurrently with the closing of the Transaction, the Company intends to complete a private placement of subscription receipts (which would be automatically convertible into Company Shares on completion of the Transaction) or Company Shares to be completed on or before closing of the Transaction at an issue price of $0.10 per subscription receipt or Company Share (on a post-Consolidation basis), raising gross proceeds of a minimum of $750,000 and a maximum of $1,200,000.

Finder's fees may be paid in connection with the Concurrent Financing, in accordance with the policies of the CSE.

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

Proposed Directors and Officers of the Resulting Issuer

It is currently anticipated that the board of directors of the Resulting Issuer will be comprised of four individuals, of which two nominees will be named by the Company and two will be named by InterviewDesk, which persons will be determined and outlined in a further release. It is expected that Rakesh Malhotra will remain as the Chief Financial Officer of the Resulting Issuer. The founders and principal shareholders of InterviewDesk, Pichumani Durairaj and Vasundhara Pichumani, will be the Chief Executive Officer and Chief Operating Officer, respectively, of the Resulting Issuer.