Toronto, Ontario–(Newsfile Corp. – July 14, 2021) – Crosswinds Holdings Inc. (OTC Pink: CRSWF) (the “Company“) is pleased to announce that it has filed articles of amendment to change its name to “Biomind Labs Inc.” (the “Name Change“) and consolidate all of its issued and outstanding common shares (the “Common Shares“) on the basis of thirty-two and a half (32.5) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Consolidation“). The Name Change and Consolidation were approved by shareholders of the Company at its annual and special meeting held on May 14, 2021. In connection with the Name Change and Consolidation, the Company has reserved a new CUSIP (090702101) and ISIN (CA0907021012).
Following the Consolidation, the Company will have approximately 716,206 Common Shares outstanding. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional Common Shares that would have otherwise been issued have been rounded down to the nearest whole number. The change in the number of issued and outstanding Common Shares resulting from the Consolidation will not materially affect any shareholder’s percentage ownership in the Company, although such ownership will be represented by a smaller number of Common Shares.
Letters of transmittal with respect to the Name Change and Consolidation are being mailed out to the Company’s registered shareholders. All registered shareholders will be required to send their share certificates, along with a properly executed letter of transmittal, to the Company’s registrar and transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Common Shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Name Change and Consolidation. A copy of the letter of transmittal will be posted on the Company’s issuer profile on SEDAR at www.sedar.com.
The Name Change and Consolidation were completed in connection with a merger pursuant to a plan of merger under the laws of BVI Business Companies Act 2004 (British Virgin Islands) (the “Transaction“) that will result in the reverse takeover of the Company by the shareholders of BioMind Research Corp. (“Biomind“). Further details of the Transaction were previously announced by the Company on February 22, 2021.
For more information, please contact:
Chief Executive Officer and Director
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
Forward-looking statements in this document include, among others, statements relating to expectations regarding the completion of the Transaction (including all required approvals) and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) there is no assurance that the parties hereto will obtain the requisite director, shareholder and regulatory approvals for the Transaction; (b) there is no assurance that the Transaction will be completed; (c) the impact of COVID-19; and (d) general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.
The forward-looking information contained in this news release represents the expectations of the Company and Biomind as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company and Biomind undertake no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the Neo Exchange Inc. (the “Exchange“) and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement dated June 29, 2021 on the Company’s SEDAR profile at www.sedar.com, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release and accepts no responsibility for the adequacy or accuracy of this release.
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