Novamind Completes Reverse Takeover Transaction

Public listing (CSE:NM) expected to occur on or about January 5, 2021

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws

TORONTO, ON / ACCESSWIRE / December 24, 2020 / Novamind Inc. (formerly Hinterland Metals Inc.) (“Novamind” or the “Company“), is pleased to announce that it has completed its previously announced reverse takeover of Novamind Ventures Inc. (“Novamind Ventures“) by way of a three-cornered amalgamation (the “Transaction“). The Company will carry on the business of Novamind Ventures, a leading mental health company specialized in psychedelic-assisted psychotherapy.

Yaron Conforti, Chief Executive Officer and Director of Novamind, commented, “The completion of this transaction is an important milestone en route to Novamind’s expected public listing on January 5^th. We look forward to engaging with the investment community and the many stakeholders aligned with our mission to enable safe, legal access to psychedelics and to advance research for psychedelic medicine.”

Summary of the Transaction

Prior to closing the Transaction, the Company completed a name change from “Hinterland Metals Inc.” to “Novamind Inc.” and a consolidation of its common shares (the “Shares“) on the basis of one (1) post-consolidation Share for every twenty-five (25) pre-consolidation Shares. Concurrent with closing of the Transaction, the Company also converted its outstanding debentures and debenture warrants in consideration for the issuance of an aggregate 916,640 post-consolidation Shares, resulting in 1,372,017 Shares being outstanding at the time of Closing of the Transaction. In addition, prior to closing of the Transaction, the subscription receipts of Novamind Ventures automatically converted into common shares of Novamind Ventures in accordance with their terms and the gross proceeds of CAD$10.0 million from the affiliated financing were released from escrow.

The Transaction was completed by way of a three-cornered amalgamation, pursuant to which Novamind Ventures amalgamated with a wholly-owned Ontario subsidiary of the Company. The amalgamated company now holds Novamind Ventures’ assets as a wholly-owned subsidiary of the Company, and the resulting company will operate under the name “Novamind Inc.”. Pursuant to the Transaction, the Company’s issued and outstanding share capital consists of 40,200,766 basic shares outstanding and 48,088,558 shares outstanding on a fully diluted basis.

In connection with the Transaction, the incumbent Directors and Officers of the Company tendered their resignations. The Board of Directors and Officers of the Company is now comprised of the following individuals: Yaron Conforti (Chief Executive Officer and Director); Reid Robison, MD, MBA (Chief Medical Officer and Director); Jesse Kaplan, CFA (Director); Sruli Weinreb (Director); Chuck Rifici, CPA, MBA (Director); Seneca Anderson (Senior Vice President, Operations); Prakash Gowd (Senior Vice President, Corporate Development); Nolan Ladouceur (Vice President, Business Development); and Jing Peng, CPA, CA (Chief Financial Officer and Corporate Secretary).

Conditional Approval for CSE Listing

On December 22, 2020 the Company announced that subject to final Canadian Securities Exchange (“CSE“) approval, the Shares of the Company are expected to commence trading on the CSE under the ticker “NM” on or about January 5, 2021.

About Novamind

Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics, retreats, and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of Cedar Psychiatry clinics and operates Cedar Clinical Research, a contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. Both Cedar Psychiatry and Cedar Clinical Research are wholly-owned subsidiaries of Novamind. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit www.novamind.ca.

Contact Information

Novamind
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Bill Mitoulas, Investor Relations
Email: bill@novamind.ca

Cautionary Statements

None of the securities issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Investors are cautioned that, except as disclosed in the Listing Statement (or other disclosure documents to be prepared by the Company) to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

The CSE has not in any way passed upon the merits of the Transaction and have neither approved nor disapproved the contents of this press release. Final approval of the CSE for the listing of the Shares will be subject to, among other things, satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding the listing of the Shares will be obtained.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of listing on the CSE and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company include the failure to satisfy the conditions to completion of the CSE Listing set forth above and other risks detailed from time to time in the filings made by the Company under securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the CSE Listing will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

SOURCE: Novamind Inc.

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