Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
November 25, 2025
BIOMIND LABS INC.
REVOCATION ORDER Under the securities legislation of Ontario (the Legislation)
Background
Biomind Labs Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on April 4, 2025.
The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
The Issuer has filed the continuous disclosure documents required under the Legislation.
Interpretation
- Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
Representations
- This decision is based on the following facts represented by the Issuer:
(a) The Issuer was incorporated under and is governed by the Business Corporations Act (Ontario).
(b) The Issuer’s head office is located at Pando Science and Technology Park, Comino Saravia s/n, Cp 91.000 Pando, Canelones, Uruguay.
(c) The Issuer is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon (the Reporting Jurisdictions).
(d) The Issuer’s authorized capital consists of an unlimited number of common shares. As of November 18, 2025, 77,571,773 common shares are issued and outstanding.
(e) The Issuer’s common shares are listed for trading on Cboe Canada (Cboe) under the symbol “BMND”, as well as on the OTC Markets under the symbol “BMNDF” and on the Frankfurt Stock Exchange under the symbol “3XI”. The common shares remain suspended on the Cboe and Frankfurt Stock Exchange, as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.
(f) The Issuer intends to apply to Cboe to lift the suspension of its common shares as soon as the FFCTO is revoked.
(g) The FFCTO was issued by the Principal Regulator as a result of the Issuer’s failure to file the following continuous disclosure materials within the required timeframe (collectively, the Annual Filings):
i. annual audited financial statements for the year ended December 31, 2024, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);
ii. management’s discussion and analysis (MD&A) related to the financial statements for the year ended December 31, 2024, as required under NI 51-102;
iii. annual information form for the year ended December 31, 2024, as required under NI 51-102; and
iv. certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings (NI 52-109).
(h) Since the issuance of the FFCTO, the Issuer has also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):
i. interim financial statements and related MD&A for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025, as required under NI 51-102;
ii. certifications of the interim financial statements and MD&A noted above as required by NI 52-109; and
iii. statement of executive compensation for the year ended December 31, 2024, as required under NI 51-102.
(i) Subsequent to the FFCTO, the Issuer restated and refiled the following continuous disclosure documents (collectively, the Refilings):
i. annual MD&A for the year ended December 31, 2024;
ii. interim MD&A for the periods ended March 31, 2025 and June 30, 2025; and
iii. certifications of the refiled annual and interim MD&A noted above as required by NI 52-109.
(j) The Refilings were required to be made to correct various deficiencies in the MD&A, including to provide up-to-date status’ of the Issuer’s significant drug candidates and their stage of development, details of the Issuer’s business objectives and milestones over the next 12 months, and to provide qualitative and quantitative disclosure relating to period over period variances in its results of operations and related party disclosure. In connection with the Refilings, the Issuer was placed on the Errors and Refilings List in accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors.
(k) In addition, the Issuer has also included enhanced disclosure with respect to previously deficient derivative valuation in its interim financial statements for the period ended September 30, 2025 and filed its credit facilities agreement and amendments with Union Group Ventures Limited as a material contract as required under NI 51-102.
(l) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Annual Filings and the Additional Required Filings.
(m) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO.
(n) The Issuer’s profiles on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up to date and accurate.
(o) The Issuer has paid all outstanding activity, participating and late fees that are required to be paid and has filed all forms associated with such payments.
(p) The Issuer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
(q) The Issuer has provided a written undertaking to hold an annual meeting within three months after the date on which the FFCTO is revoked and will prepare a management information circular in accordance with Form 51-102F5 Information Circular, which will be sent to shareholders and filed on SEDAR+ in accordance with NI 51-102.
(r) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR+.
(s) Upon the issuance of this revocation order, the Issuer will issue a news release and concurrently file a material change report on SEDAR+ announcing the revocation of the FFCTO.
Order
The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.
DATED in Toronto this 25th day of November, 2025.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission OSC File#: 2025/0500