NeonMind Closes Brokered Private Placement Financing

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NeonMind Closes Brokered Private Placement Financing

Vancouver, B.C. – November 29, 2021: NeonMind Biosciences Inc. (CSE: NEON) (OTCQB: NMDBF) (FRA:6UF) (“NeonMind'' or the “Company”), is pleased to announce that, on November 29, 2021, it closedthe first tranche (the “First Tranche'') of its private placement offering (the “Offering”) announced onOctober 29, 2021. Under this First Tranche, the Company has issued 750 units at a price of $0.12 per unitfor gross proceeds of $750,000 (the “Units”). Each Unit consists of a repayable note with a value of$1,000 (the “Debentures”) and 6,000,000 warrants to purchase common shares of the Company (the“Warrants”).

Pursuant to the agency agreement dated November 29, 2021, Research Capital Corporation is acting aslead agent and sole bookrunner (the “Agent”) on a best-efforts basis for the Offering of up to$2,000,000. The Agent has been granted an over-allotment option to offer up to an additional 15% ofUnits or up to an additional $300,000 in Units.

The Debentures bear interest at a rate of 10% per annum on an accrual basis from issuance, calculatedand payable semi-annually in arrears on May 31 and November 30 of each year, with a redemption datethat is 24 months from issuance. The Debentures will be convertible in full or in part, at the holders’option, into common shares in the capital of the Company at a price of $0.12 per common share, at anytime prior to their redemption. Each Warrant will entitle the holder thereof to acquire one commonshare of the Company at a price of $0.14 per share for a period of 36 months from the date of issue.

In connection with the closing of the First Tranche, the Company has

paid the Agent a cash commissionof $75,000, a corporate finance fee, and granted the Agent and its sub-agent an aggregate of 625,000agent unit warrants (the “Agent Unit Warrants”) with each such Agent Unit Warrant entitling the holderto purchase one common share and one share purchase warrant (each, an “AW Warrant”) of theCompany at a price of $0.12 for a period of 24 months from the date of issue. Each AW Warrant isexercisable to purchase one additional common share of the company at a price of $0.14 for a period of36 months from the date of issue of the Agent Warrants.

All the securities issued in connection with the First Tranche are subject to a statutory hold periodexpiring on March 30, 2022. All amounts are in Canadian dollars. The

net proceeds from the Offering willbe used for general and corporate working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of thesecurities in the United States. The securities have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and maynot be offered or sold within the United States or to U.S. Persons unless registered under the U.S.Securities Act and applicable state securities laws or an exemption from such registration is available.

About NeonMind Biosciences Inc.NeonMind operates two divisions: (i) a pharmaceutical division engaged in drug development ofpsychedelic compounds with two lead psilocybin-based drug candidates targeting obesity; and (ii) amedical services division focused on launching specialty mental health clinics that integrate psychedelictherapeutics into traditional psychotherapy settings.

In its pharmaceutical division, NeonMind has two distinct psilocybin drug development programstargeting obesity. NeonMind’s lead candidate, NEO-001, employs psilocybin as an agonist at theserotonin 5- HT2A receptor, which is involved in the hallucinogenic effect of psychedelics. The Company’ssecond drug candidate, NEO-002, employs low-dose psilocybin as an agonist at the 5-HT2C receptor,which controls appetite.

NeonMind, and its strategic medical services partner, SRx Health Solutions,developingNeonMind-branded specialty mental health clinics in Canada that incorporate evidence-backedtreatments designed to address a variety of mental health needs. For more information on NeonMind,go to www.NeonMindBiosciences.com.

Rob Tessarolo, President & Chief Executive Officer, NeonMind Biosciences [email protected]: 416-750-3101

Investor Relations:KCSA Strategic CommunicationsScott Eckstein/Tim Regan

[email protected]: 212-896-1210

The Canadian Securities Exchange has not reviewed, approved nor disapproved the contents of this newsrelease.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. Thesestatements relate to future events or NeonMind’s future performance. The use of any of the words"could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statementsrelating to matters that are not historical facts are intended to identify forward-looking information andare based on NeonMind’s current belief or assumptions as to the outcome and timing of such futureevents. Actual future results may differ materially. In particular, NeonMind’s drug development plans, itsability to retain key personnel, and its expectation as to the development of its intellectual property andother steps in its preclinical and clinical drug development constitute forward-looking information. Actualresults and developments may differ materially from those contemplated by forward-lookinginformation. Readers are cautioned not to place undue reliance on forward-looking information. Thestatements made in this press release are made as of the date hereof. NeonMind disclaims any intentionor obligation to publicly update or revise any forward-looking information, whether as a result of newinformation, future events or otherwise, except as may be expressly required by applicable securitieslaws.