Novamind Closes Oversubscribed CAD$10 Million Private Placement

Novamind Closes Oversubscribed CAD$10 Million Private Placement

Anticipates trading on CSE under ticker symbol “NM” upon completion of RTO.

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 / November 23, 2020 / Hinterland Metals Inc. (“Hinterland“) and Novamind Ventures Inc. (“Novamind” or the “Company“), a leading mental health and wellness company specialized in psychedelic-assisted psychotherapy, today announced that Novamind has closed an oversubscribed private placement of subscription receipts (the “Financing“), raising aggregate gross proceeds of CAD$10.0 million, twice the original CAD$5.0 million target. With this latest round, Novamind has raised a total of CAD$15.3 million since its inception in 2019.

“The overwhelming support from new and existing shareholders and the interest we received from institutional and retail investors are a testament to the strength of our team, our business model and our opportunities for growth,” said Yaron Conforti, Chief Executive Officer and Director of Novamind. “The close of this $10 million round and our anticipated CSE listing are important milestones that will enable us to execute our business plan from a position of strength. Novamind is well capitalized to grow its network of outpatient mental health clinics and clinical research sites, both organically and through acquisitions, with the goal of expanding patient access to alternative mental health treatments, including psychedelic-assisted psychotherapy.”

Novamind’s acquisition and investment strategy began in 2019 with its investment in the Synthesis Institute, a renowned legal psilocybin retreat in the Netherlands. Novamind later announced the acquisition of Utah-based Cedar Psychiatry LLC, which has administered over 3,000 ketamine-assisted psychotherapy treatments since 2016 and is widely recognized as a leader in psychedelic-assisted psychotherapy. In the same transaction, Novamind also acquired Cedar Clinical Research LLC, a dedicated clinical research organization (CRO) with a track record for leading clinical trials and research studies for psychedelic medicines.

On November 17th, 2020, Novamind and Hinterland announced the completion of a definitive amalgamation agreement, pursuant to which Novamind will complete a reverse takeover transaction (the “Transaction“) with Hinterland with the combined company to be named Novamind Inc. (the “Resulting Issuer“). The parties expect the Resulting Issuer to begin trading on the Canadian Securities Exchange (the “CSE“) under the ticker symbol “NM” upon completion of the Transaction, which remains subject to customary conditions, including shareholder approval and the approval of the CSE.

In connection with the Financing, Novamind issued 10,000,000 subscription receipts (“Subscription Receipts“) at a price of CAD$1.00 per Subscription Receipt. Each Subscription Receipt will entitle the holder to receive one common share of the Resulting Issuer. The gross proceeds of the Financing are held in escrow with an escrow agent pending the satisfaction or waiver of all conditions to the completion of the Transaction and conditional listing approval of the CSE.

About Novamind
Founded in 2019, Novamind is building a global network of infrastructure to serve the regulated psychedelics industry. With our wholly-owned subsidiaries, Cedar Psychiatry and Cedar Clinical Research, Novamind is dedicated to providing access to safe and legal psychedelic experiences, while advancing research for psychedelic medicine.

For more information visit www.novamind.ca.

Contact Information
Novamind
Yaron Conforti, CEO and Director
T: +1 (647) 953 9512
E: contact@novamind.ca

Media
KCSA Strategic Communications
novamind@kcsa.com

None of the securities issued pursuant to the Financing 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 Financing 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.

Completion of the Transaction is subject to a number of conditions. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Listing Statement (or other disclosure documents to be prepared by the Company or Hinterland) 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 releaseApproval of the CSE for the listing of the common shares of the Resulting Issuer will be subject to, among other things, the Resulting Issuer satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding such listing will be obtained.

All information contained in this news release with respect to Novamind and Hinterland was supplied by the parties, respectively, for inclusion herein, and each parties’ directors and officers have relied on each other for any information concerning such party.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the Transaction, the Financing, the listing of the Resulting Issuer 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 Hinterland, Novamind, and the Resulting Issuer include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by Hinterland, Novamind and the Resulting Issuer 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 Hinterland, Novamind and the Resulting Issuer. As a result, Hinterland, Novamind and the Resulting Issuer cannot guarantee that the Transaction 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 Hinterland, Novamind and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

SOURCE: Hinterland Metals Inc.