Clearmind Medicine Announces Closing of US$7.5 Million Public Offering and Uplisting to the Nasdaq Capital Market

News provided by

Clearmind Medicine

November 17, 2022

VANCOUVER, Nov. 17, 2022 -- Clearmind Medicine Inc. (Nasdaq and CSE: CMND), (FSE: CWY) (“Clearmind” or the “Company”), a biotech company focused on discovery and development of novel psychedelic-derived therapeutics to solve major undertreated health problems, today announced the closing of its underwritten public offering of 1,153,847 common shares at a price to the public of US$6.50 per share (CAD$8.65), for aggregate gross proceeds of US$7.5 million, prior to deducting underwriting discounts and offering expenses. The closing occurs following a 1-for-30 reverse stock split, which was effective at 5:30 p.m. on September 30, 2022.

In addition, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase up to 173,077 additional common shares, equal to 15% of the number of shares sold in the offering solely to cover over-allotments, if any. The public purchase price per additional common share will be US$6.50 per share (CAD$8.65). If Aegis exercises the option in full for common shares, the total gross proceeds of the offering including the overallotment are expected to be approximately US$8.6 million before deducting underwriting discounts and commissions and offering expenses. All securities sold as part of the offering may not be sold, transferred, hypothecated or otherwise traded on or through facilities of Canadian Securities Exchange or otherwise in Canada or for the benefit of a Canadian resident until March 18, 2023.

Aegis Capital Corp. acted as sole book-running manager for the offering.

Additionally, Aegis has received 57,692 underwriter warrants, each such warrant entitling the agents to receive one common share upon payment of US $8.125 per share, exercisable six (6) months after the commencement of sales of this offering and expiring on a date which is no more than five (5) years after the commencement of sales of the offering.

A registration statement on Form F-1 (No. 333-265900) relating to the securities being sold in this offering was declared effective by the Securities and Exchange Commission (the “SEC”) on November 14, 2022. The offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained on the SEC’s website, www.sec.gov, or by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Clearmind Medicine Inc.

Clearmind is a psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements.

The Company’s intellectual portfolio currently consists of seven patent families. The Company intends to seek additional patents for its compounds whenever warranted and will remain opportunistic regarding the acquisition of additional intellectual property to build its portfolio.

Shares of Clearmind are listed for trading on the Canadian Securities Exchange under the symbol “CMND”, the Frankfurt Stock Exchange under the symbol “CWY0” and on the OTC Markets under the symbol “CMNDF”.

For further information, please contact:

Investor Relations,

Email: invest@clearmindmedicine.com

Telephone: (604) 260-1566

General Inquiries,

Info@Clearmindmedicine.com

www.Clearmindmedicine.com

FORWARD-LOOKING STATEMENTS:

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include submission of the relevant documentation within the required timeframe to the satisfaction of the relevant regulators and raising sufficient financing to complete the Company’s business strategy. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s preliminary prospectus (Registration No. 333-265900), filed with the SEC on November 14, 2022. We assume no responsibility to update or revise them to reflect new events or circumstances. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Clearmind is not responsible for the contents of third-party websites.

Investing into early-stage companies inherently carries a high degree of risk, and investment into securities of the Company shall be considered highly speculative.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any province in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the underwriter warrants have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.