Mindset Pharma : Letter of Transmittal

Please read the management information circular including the appendices attached thereto, dated September 19, 2023 (the "Circular") mailed to registered holders ("Shareholders") of common shares ("Common Shares") of Mindset Pharma Inc. ("Mindset") and the instructions attached hereto carefully before completing this letter of transmittal. You may obtain a copy of the Circular free of charge from Mindset's profile on www.sedarplus.ca. You may also request a paper copy free of charge by contacting Computershare Investor Services Inc. at the contact information on the back pages of this letter of transmittal.

It is important that you validly complete, duly execute and return this letter of transmittal in a timely manner in accordance with the instructions contained herein. Computershare Investor Services Inc., the depositary, or your financial advisor can assist you in completing this letter of transmittal (see the back of this letter of transmittal for contact information for the depositary).

The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR REGISTERED HOLDERS OF COMMON SHARES

OF

MINDSET PHARMA INC.

This letter of transmittal (the "Letter of Transmittal") is for use by Shareholders of Mindset in connection with the proposed arrangement (the "Arrangement") involving Mindset, its securityholders and 1435816 B.C. Ltd. (the "Purchaser") that is being submitted for approval at the special meeting of shareholders of Mindset to be held on Thursday, October 19, 2023 (including any adjournment(s) or postponement(s) thereof, the "Meeting") as described in the Circular. The Circular contains important information and Shareholders are urged to read the Circular in its entirety.

Pursuant to, and upon completion of, the Arrangement, the Purchaser will acquire all of the issued and outstanding Common Shares of Mindset and each Shareholder at the Effective Time will be entitled to receive CAD $0.75 for each Common Share (the "Consideration") held by such Shareholder. In order for a registered Shareholder to receive the Consideration to which such Shareholder is entitled, such Shareholder must deliver to Computershare Investor Services Inc. (the "Depositary") this Letter of Transmittal, properly completed and duly executed, the certificate(s), if any, representing their Common Shares and all other documents and instruments referred to in this Letter of Transmittal or reasonably requested by the Depositary.

This Letter of Transmittal is for use by registered Shareholders only and is not to be used by non-registered, beneficial holders of Common Shares. A non-registered holder does not have Common Shares registered in its name; rather, such Common Shares are registered in the name of the broker, investment dealer, bank, trust company, custodian, nominee or other intermediary ("Intermediary") through which it purchased the Common Shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust Company) or its nominee of which the Intermediary is a participant. Shareholders whose Common Shares are registered in the name of an Intermediary should NOT use this Letter of Transmittal and should contact that intermediary for instructions and assistance.

Registered holders of Common Shares who hold a Direct Registration System ("DRS") advice representing their Common Shares must also complete this Letter of Transmittal; however, such holders will not be required to surrender any previously issued DRS Advices in order to receive their Consideration.

THE EFFECTIVE DATE OF THE ARRANGEMENT (THE "EFFECTIVE DATE") WILL OCCUR AFTER ALL CONDITIONS TO COMPLETION OF THE ARRANGEMENT HAVE BEEN SATISFIED OR WAIVED. NO PAYMENT OF ANY CONSIDERATION WILL BE MADE PRIOR TO THE EFFECTIVE DATE.

ALL DEPOSITS MADE UNDER THIS LETTER OF TRANSMITTAL ARE IRREVOCABLE. Should the Arrangement not proceed for any reason, the deposited certificates and other relevant documents will be returned in accordance with the instructions herein.

Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of Common Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the Consideration to which the undersigned is entitled under the Arrangement.

SHAREHOLDERS WHO DO NOT DELIVER THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S) REPRESENTING THEIR COMMON SHARES (IF ANY), AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE DAY IMMEDIATELY BEFORE THE DAY THAT IS THREE YEARS FROM THE EFFECTIVE DATE (AS SUCH TERM IS DEFINED IN THE CIRCULAR) WILL LOSE THEIR RIGHT TO RECEIVE THE CONSIDERATION IN EXCHANGE FOR SUCH SHAREHOLDER'S COMMON SHARES, AND ANY RIGHT OR CLAIM TO PAYMENT UNDER THE ARRANGEMENT THAT REMAINS OUTSTANDING ON THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE WILL CEASE TO REPRESENT A RIGHT OR CLAIM OF ANY KIND OR NATURE AND THE RIGHT OF THE SHAREHOLDER TO RECEIVE THE CONSIDERATION FOR THEIR COMMON SHARES WILL TERMINATE AND BE DEEMED TO BE SURRENDERED AND FORFEITED FOR NO CONSIDERATION.

SHAREHOLDERS SHOULD BE AWARE OF THE INCOME TAX CONSEQUENCES OF THE ARRANGEMENT. SEE SECTIONS "CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" AND "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" OF THE CIRCULAR THAT ACCOMPANIES THIS LETTER OF TRANSMITTAL.

Please note that the delivery of this Letter of Transmittal, together with your share certificate(s) and any other document reasonably required by the Depositary, does not constitute a vote in favour of the Arrangement Resolution or any other matters to be considered at the Meeting. To exercise your right to vote at the Meeting, you must follow the instructions contained in the Circular and on the form of proxy provided to you.

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

TO: MINDSET PHARMA INC.

AND TO: 1435816 B.C. LTD.

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you this Letter of Transmittal in respect of the Shares identified below (the "Deposited Shares") together with, if applicable, the enclosed certificate(s) representing the Deposited Shares. The following are the details of the Deposited Shares:

Certificate or DRS Holder ID Number(s)

Name in Which Registered

Number of Common Shares Deposited

The undersigned transmits herewith the certificate(s) described above for cancellation upon the Arrangement becoming effective. The undersigned acknowledges receipt of the Circular and irrevocably represents and warrants that: (i) the undersigned is, and will be immediately prior to the Effective Time, the sole registered and legal owner of, and owns and will own all rights and benefits arising from, the Deposited Shares, and that such Deposited Shares represent all of the Common Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests, claims and equities; (iii) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares to any other person, except as contemplated by this Letter of Transmittal;

1. the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and, at the Effective Time, the Purchaser will acquire good title to the Deposited Shares (as the same are modified pursuant to the Arrangement) free from all mortgages, liens, charges, encumbrances, security interests, claims and equities; (v) when the aggregate Consideration to which the undersigned is entitled pursuant to the Arrangement, less any applicable withholdings, is paid, none of Mindset, the Purchaser, the Depositary or any affiliate or successor of such persons will be subject to any adverse claim in respect of such Deposited Shares; (vi) the undersigned will not, prior to the Effective Time, transfer or permit to be transferred any Deposited Shares; (vii) delivery of the Consideration in respect of the Deposited Shares will discharge any and all obligations of Mindset, the Purchaser and the Depositary with respect to the matters contemplated by this Letter of Transmittal; (viii) the surrender of the Deposited Shares complies with all applicable laws; and (ix) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate. These representations and warranties shall survive the completion of the Arrangement.

IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the effective date of the Arrangement, as well as the right of the undersigned to receive any and all distributions shall have been assigned to the Purchaser.

The undersigned irrevocably constitutes and appoints Tsuyoshi Nakamura, the sole director of the Purchaser, and any other person designated by the Purchaser in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of Mindset; and (b) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy

or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to the Purchaser.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any Common Shares surrendered in connection with the Arrangement shall be determined by Mindset and the Purchaser in their sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Mindset, the Purchaser, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Common Shares and no liability will be incurred by any of them for failure to give any such notice.

The undersigned acknowledges that each of Mindset, the Purchaser, and the Depositary shall be entitled to deduct and withhold from any consideration payable to any person under the Arrangement, such amounts as Mindset, the Purchaser, or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act, the Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Mindset, the Purchaser, or the Depositary, as the case may be.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death, legal incapacity, bankruptcy or insolvency of the undersigned and may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs the Purchaser and the Depositary, upon the Arrangement becoming effective, to mail the cheques by first class mail, postage prepaid, or to hold such cheques for pick-up, or to wire the Consideration if Box E is complete, in accordance with the instructions given below. Should the Arrangement not proceed for any reason, the deposited certificates and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss and title to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary. The undersigned acknowledges that the delivery of Deposited Shares pursuant to this Letter of Transmittal is irrevocable.

The undersigned acknowledges that it will not receive payment in respect of the Deposited Shares until the certificate(s) representing the Deposited Shares, if applicable, owned by the undersigned are received by the Depositary, at the address set forth below, and such additional documents as the Depositary may require, and until the same are processed for payment by the Depositary. It is further acknowledged and understood that the undersigned shall not be entitled to receive any consideration with respect to the Deposited Shares other than the Consideration to which the undersigned is entitled in accordance with, and subject to completion of, the Arrangement and, for greater certainty, the undersigned will not be entitled to receive any interest, dividends, premium or other payment in connection with the Arrangement.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d'avoir requis que tout contrat attesté par l'arrangement et son acceptation par cette lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

BOX A

ENTITLEMENT DELIVERY

All cash payments will be issued and mailed to your existing registration unless otherwise stated. If you would like your cash dispatched to a different address, please complete BOX B

• MAIL CHEQUE TO ADDRESS ON RECORD (DEFAULT)
• MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
• HOLD CHEQUE FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE:

Computershare Investor Services Inc.

100 University Ave, 8th Floor,

Toronto ON

• DELIVER FUNDS VIA WIRE* (COMPLETE BOX E)

BOX B

MAIL PAYMENT TO 3rd PARTY ADDRESS*:

• CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)

(ATTENTION NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

• THE PAYMENT WILL REMAIN IN THE NAME OF THE REGISTRATION