An anonymous director reports

CLEARMIND MEDICINE INC. CLOSES US$2.4 MILLION REGISTERED DIRECT AND PRIVATE PLACEMENT

Clearmind Medicine Inc. has closed its previously announced 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 common warrants to the same investors. Aggregate gross proceeds to the company from both transactions were approximately $2.4-million.

The transactions consisted 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 was $1.60 (or $1.5999 for each prefinanced unit, which is equal to the public offering price per common unit sold in the offering minus an exercise price of 0.01 cent per prefinanced warrant). The prefinanced warrants were 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 decreased on a 1:1 basis. The PIPE common warrants will be exercisable immediately after registration and expire 60 months after the initial issuance date.

The sale of securities was not available to Canadians or residents of Canada.

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. acted as exclusive placement agent for the offerings. Greenberg Traurig, PA, served as U.S. counsel to the company, and Daniel N. Bloch, barrister and solicitor, served as Canadian counsel to the company for the offerings. Kaufman & Canoles, PC, served as counsel to the placement agent for the offerings.

The registered direct offering was made pursuant to an effective shelf registration statement (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.

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the securities act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the company has agreed to file one or more registration statements with the SEC covering the resale of the common shares and the shares issuable upon exercise of the prefinanced warrants and warrants.

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.

Shares of Clearmind are listed for trading on the Nasdaq Stock Market and the Canadian Securities Exchange under the symbol CMND and on the Frankfurt Stock Exchange under the symbol CWY.

We seek Safe Harbor.