Normal Course Issuer Bid for Its Common Shares TORONTO, Sept. 13, 2021 /CNW/ - MindBeacon Holdings Inc. ("MindBeacon" or the "Company") (TSX: MBCN), a company specializing in the delivery of a comprehensive continuum of mental healthcare, using digital technologies, announces today that the Toronto Stock Exchange ("TSX") has accepted the notice filed by the Company to implement a normal course issuer bid ("NCIB") for a portion of its common shares ("Common Shares") and an Automatic Securities Purchase Plan ("ASPP").
Pursuant to the NCIB, MindBeacon may repurchase up to a maximum of 1,662,840 Common Shares, representing approximately 10% of its public float of Common Shares as at September 10, 2021. Purchases will be made through the facilities of the TSX or alternative Canadian trading systems. Any Common Shares purchased under the NCIB will be cancelled.
Transactions under the NCIB will depend on future market conditions. MindBeacon will retain discretion whether to make purchases under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements. The period during which MindBeacon is authorized to make purchases under the NCIB commences on September 16, 2021 and ends on September 15, 2022, or such earlier date on which the maximum number of Common Shares are purchased under the NCIB or the NCIB is terminated at the Company's election.
MindBeacon has entered into an ASPP with TD Securities Inc. ("TD") to allow for the purchase of common shares under the NCIB at times when MindBeacon would ordinarily not be permitted to purchase its common shares due to regulatory restrictions or self-imposed blackout periods. Pursuant to the ASPP, prior to entering into a blackout period, MindBeacon may, but is not required to, instruct TD to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by TD in its sole discretion based on parameters established by MindBeacon prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Outside of the pre-determined blackout periods, common shares may be purchased under the NCIB based on the discretion of MindBeacon's management, in compliance with TSX rules and applicable securities laws. All repurchases made under the ASPP will be included in computing the number of common shares purchased under the NCIB.
Under TSX rules, not more than 16,043 Common Shares (being 25% of the average daily trading volume on the TSX of 64,174 Common Shares for the six months ended August 31, 2021) can be purchased on the TSX on any single trading day under the NCIB, with the exception that one block purchase, in excess of the daily maximum, is permitted per calendar week. As at September 10, 2021, there were 23,792,739 Common Shares issued and outstanding.
The NCIB provides the Company with a capital allocation alternative with a view to long-term shareholder value. MindBeacon's Board of Directors and Management believe that, from time to time, the market price of the Common Shares does not reflect their underlying value and purchases of Common Shares for cancellation under the NCIB may provide an opportunity to enhance shareholder value.