Mr. Frederick Pels reports

BLACKHAWK AND MINDBIO THERAPEUTICS CORP. (FORMERLY, 1286409 B.C. LTD.) ANNOUNCE COMPLETION OF PLAN OF ARRANGEMENT

Blackhawk Growth Corp. and MindBio Therapeutics Corp. (formerly, 1286409 B.C. Ltd.) have completed the previously announced plan of arrangement pursuant to which Blackhawk completed a spinout of the common shares of MindBio.

Arrangement

As a result of the arrangement, Blackhawk redesignated its issued and unissued common shares as Class A common shares without par value and created a new class of an unlimited number of common shares without par value with terms identical to the Blackhawk shares. Each holder of Blackhawk Class A shares received one new Blackhawk share and one MindBio share in exchange for each Blackhawk Class A share. In addition, Blackhawk share purchase warrants outstanding as of Nov. 25, 2022, are now exercisable for one new Blackhawk share and one MindBio share, subject to any approvals and restrictions required by the Canadian Securities Exchange (CSE) and under Canadian securities laws. Further, under the arrangement, the share capital of MindBio was amended to split the issued and outstanding MindBio shares on a 1:2.61 split ratio.

Following the closing of the arrangement, MindBio has 78,252,003 MindBio shares outstanding and has additionally reserved 3,378,461 MindBio shares for issuance pursuant to the Blackhawk warrants.

Financings and anticipated listing date

It is anticipated that on or about May 2, 2023, MindBio will close its non-brokered private placement of subscription receipts and issue common shares in connection with its previously announced private placements.

Further details in relation to such issuances will be disclosed in a subsequent press release to be issued upon completion of the private placements.

The new Blackhawk shares will continue trading on the CSE under its current ticker symbol. It is anticipated that the MindBio will file its Form 2A listing statement with the CSE on or about May 2, 2023, and, pending final approval from the CSE, MindBio shares will commence trading on the CSE on or around May 5, 2023, under the ticker symbol MBIO.

About Blackhawk Growth Corp.

Blackhawk is an investment holding company looking to create substantial value for its shareholders through the acquisition and development of high-growth companies. It has focused its investments in the health, cannabis and cannabidiol industries in both Canada and the United States. Its portfolio of companies includes Sac Pharma, Noble Hemp, Spaced Food and NuWave Foods.

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