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VANCOUVER, BC, May 5, 2023 /CNW/ - Mind Cure Health Inc. (CNSX:MCUR.CN) (OTC-BB:MCURF) (FRA:6MH) ("Mind Cure", the "Company" or the "Resulting Issuer" following the completion of the Proposed Transaction (as defined below)) and LNG Energy Group Inc. ("LNG Energy") are pleased to provide an update on the previously announced binding letter of intent dated November 17, 2022. Effective as of the date hereof, Mind Cure and LNG Energy have entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which Mind Cure will acquire all of the issued and outstanding common share in the capital of LNG (each, an "LNG Share") in exchange for the issuance of one (1) common share in the capital of the Resulting Issuer (each, a "Resulting Issuer Share") for every one (1) LNG Share, by way of a plan of arrangement under the laws of British Columbia under the Supreme Court of British Columbia (the "Proposed Transaction"). In connection with the completion of the Proposed Transaction, the Company intends to delist from the Canadian Securities Exchange (the "CSE") and list on the TSX Venture Exchange (the "TSXV" or the "Exchange"). Pursuant to the terms of the Arrangement Agreement, Mind Cure will effect a consolidation on the basis of one (1) post-consolidation common share in the capital of Mind Cure ("Mind Cure Shares") for every six (6) pre-consolidation Mind Cure Shares (the "Mind Cure Consolidation") as opposed to the previously announced 2.4 to one (1) consolidation.
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