December 28th, 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 5th. 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.
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.
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