MindBeacon Announces a Normal Course Issuer Bid for Its Common Shares
TORONTO, Sept. 13, 2021 /CNW/ - MindBeacon Holdings Inc. ("MindBeacon" or the "Company") (TSX: MBCN), a company specializing in the delivery of a comprehensive continuum of mental healthcare, using digital technologies, announces today that the Toronto Stock Exchange ("TSX") has accepted the notice filed by the Company to implement a normal course issuer bid ("NCIB") for a portion of its common shares ("Common Shares") and an Automatic Securities Purchase Plan ("ASPP").
Pursuant to the NCIB, MindBeacon may repurchase up to a maximum of 1,662,840 Common Shares, representing approximately 10% of its public float of Common Shares as at September 10, 2021. Purchases will be made through the facilities of the TSX or alternative Canadian trading systems. Any Common Shares purchased under the NCIB will be cancelled.
Transactions under the NCIB will depend on future market conditions. MindBeacon will retain discretion whether to make purchases under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements. The period during which MindBeacon is authorized to make purchases under the NCIB commences on September 16, 2021 and ends on September 15, 2022, or such earlier date on which the maximum number of Common Shares are purchased under the NCIB or the NCIB is terminated at the Company's election.
MindBeacon has entered into an ASPP with TD Securities Inc. ("TD") to allow for the purchase of common shares under the NCIB at times when MindBeacon would ordinarily not be permitted to purchase its common shares due to regulatory restrictions or self-imposed blackout periods. Pursuant to the ASPP, prior to entering into a blackout period, MindBeacon may, but is not required to, instruct TD to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by TD in its sole discretion based on parameters established by MindBeacon prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Outside of the pre-determined blackout periods, common shares may be purchased under the NCIB based on the discretion of MindBeacon's management, in compliance with TSX rules and applicable securities laws. All repurchases made under the ASPP will be included in computing the number of common shares purchased under the NCIB.
Under TSX rules, not more than 16,043 Common Shares (being 25% of the average daily trading volume on the TSX of 64,174 Common Shares for the six months ended August 31, 2021) can be purchased on the TSX on any single trading day under the NCIB, with the exception that one block purchase, in excess of the daily maximum, is permitted per calendar week. As at September 10, 2021, there were 23,792,739 Common Shares issued and outstanding.
The NCIB provides the Company with a capital allocation alternative with a view to long-term shareholder value. MindBeacon's Board of Directors and Management believe that, from time to time, the market price of the Common Shares does not reflect their underlying value and purchases of Common Shares for cancellation under the NCIB may provide an opportunity to enhance shareholder value.
ABOUT MINDBEACON HOLDINGS INC.
MindBeacon provides a continuum of mental healthcare that includes self-guided psychoeducational and wellness content, Peer-to-Peer Support, Direct Messaging Therapy, Therapist Guided Programs and Live Therapy Sessions all offered virtually through its secure and private platform. As one of the first commercially available, digitally-native platforms to offer therapist-assisted internet-based Cognitive Behavioural Therapy in Canada, MindBeacon's professional service is designed around end users – their health, their way. Working with employers, insurance carriers and government ministries, MindBeacon offers services that are accessible, available, affordable and, most importantly, proven to be effective. MindBeacon is changing the therapy landscape by making professional care available to every Canadian, no matter when, where and how they choose to access it.
This press release contains statements that constitute "forward-looking information" within the meaning of Canadian securities laws ("forward-looking statements"), which are based upon our current expectations, estimated, projections, assumptions and beliefs. All information that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements are typically identified by the use of terms such as "forecast", "assumption" and other similar expressions or future or conditional terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and "should". Forward-looking statements in this press release include, but are not limited to, statements with respect to our current and future plans, expectations and intentions with respect to the NCIB, the Company's repurchases thereunder, the timing of such repurchases and the ASPP. Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in our current Management and Discussion and Analysis and Annual Information Form (each of which have been or will be filed on SEDAR and can be accessed at www.sedar.com ), and the failure to realize anticipated benefits of the NCIB, that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements contained herein.
SOURCE MindBeacon Holdings Inc.
Company Codes: Toronto:MBCN
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