An anonymous director reports

CLEARMIND MEDICINE INC. ANNOUNCES PRICING OF $2.4 MILLION REGISTERED DIRECT AND PRIVATE PLACEMENT

Clearmind Medicine Inc. has entered into definitive agreements with institutional investors for the purchase and sale of common shares and prefinanced warrants in a registered direct offering. In a concurrent private placement, the company also agreed to sell to the same investors common warrants. Aggregate gross proceeds to the company from both transactions are expected to be approximately $2.4-million.

The transactions consist of the sale of an aggregate of 1.5 million common units (or prefinanced units), each consisting of one common share or prefinanced warrant and one PIPE common warrant to purchase one common share per warrant at an exercise price of $1.60. The public offering price per common unit is $1.60 (or $1.5999 for each prefinanced unit, which is equal to the public offering price per common unit to be sold in the offering minus an exercise price of 0.01 cent per prefinanced warrant). The prefinanced warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each prefinanced unit sold in the offering, the number of common units in the offering will be decreased on a one-for-one basis. The initial exercise price of each PIPE common warrant is $1.60 per common share. The PIPE common warrants are exercisable immediately subject to registration and expire 60 months after the initial issuance date.

The sale of securities is not available to Canadians or residents of Canada and the transactions are expected to close on or about Jan. 16, 2024, subject to the satisfaction of customary closing conditions. The company expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the offerings. Greenberg Traurig PA is serving as U.S. counsel to the company, and Daniel Bloch, Barrister & Solicitor is serving as Canadian counsel to the company for the offerings. Kaufman & Canoles PC is serving as counsel to the placement agent for the offerings.

The registered direct offering is being made pursuant to an effective shelf registration statement on (No. 333-275991) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on Dec. 26, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital, attention: syndicate department, 1345 Ave. of the Americas, 27th floor, New York, N.Y., 10105, by e-mail at syndicate@aegiscap.com, or by telephone at 1-212-813-1010.

Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the company and such offering.

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 14 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.

We seek Safe Harbor.