Category: Novamind

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TORONTO, ON / ACCESSWIRE / November 17, 2020 / Further to the July 5, 2020 press release issued by Hinterland Metals Inc. (”Hinterland”) and Novamind Ventures Inc. (”Novamind”, and together with Hinterland, the ”Parties”), the Parties are pleased to announce that they have entered into a definitive amalgamation agreement (the ”Agreement”), pursuant to which Hinterland will acquire all of the outstanding shares of Novamind by way of a three-cornered amalgamation, subject to the terms and conditions of the Agreement (the ”Transaction”). The Agreement replaces the binding letter of intent that was previously signed with respect to the business combination of the Parties.

A copy of the Agreement will be available under Hinterland’s profile on SEDAR.

Summary of the Transaction

The Transaction will be completed by way of a merger between Novamind and a newly incorporated and wholly-owned subsidiary of Hinterland. Novamind will become a wholly-owned subsidiary of Hinterland on completion of the Transaction and the shareholders of Novamind will exchange their common shares in the capital of Novamind (the ”Novamind Shares”) for common shares in the capital of Hinterland (the ”Common Shares”) on the basis of four (4) Novamind Shares for each one (1) post-Consolidation (as defined below) Common Share for an aggregate of approximately 28,628,750 post-Consolidation Common Shares to be issued to the shareholders of Novamind pursuant to the Transaction (excluding securities issued in connection with the Concurrent Financing (as defined below)). Upon completion of the Transaction, the Company will continue on with the business of Novamind (the ”Resulting Issuer”).

In connection with the Transaction, all of the outstanding Hinterland convertible debentures and debenture warrants will convert to Common Shares and Hinterland will complete a consolidation of the Common Shares on the basis of twenty five (25) pre-Consolidation Common Shares to one (1) post-Consolidation Common Share (the ”Consolidation”), such that the existing shareholders and holders of debentures and debenture warrants of Hinterland will hold an aggregate of 1,372,017 post-Consolidation Common Shares of the Resulting Issuer.

Prior to the closing of the Transaction, Hinterland will change its name to “Novamind Inc.”

The Resulting Issuer has filed an application to list the Common Shares on the Canadian Securities Exchange (the ”CSE”) upon completion of the Transaction. The Parties anticipate that the Common Shares will trade on the CSE under the ticker symbol “NM”.

The completion of the Transaction remains subject to a number of terms and conditions customary for transactions of this nature, including regulatory and shareholder approval of the matters contemplated by the Agreement, including listing approval of the CSE. There is no assurance that the Resulting Issuer will ultimately be able to satisfy the listing requirements of the CSE.

Additional information concerning the Transaction, Novamind, Hinterland and the Resulting Issuer is provided in the Parties’ news release dated July 5, 2020 and will be provided in the Resulting Issuer’s listing statement (the ”Listing Statement”) to be filed in connection with the Transaction.

Concurrent Financing

In connection with the Transaction, Novamind has arranged a concurrent financing of subscription receipts of Novamind (the ”Subscription Receipts”) at a price of $1.00 per Subscription Receipt (the ”Concurrent Financing”). Each Subscription Receipt will entitle the holder to receive one post-Consolidation Common Share on closing of the Transaction. The gross proceeds of the Concurrent Financing will be 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.

About Hinterland

Hinterland is an unlisted Canadian public company, reporting in the provinces of British Columbia, Alberta and Quebec.

Contact Information

Novamind Ventures Inc.
10 Wanless Ave Suite 201
Toronto, Ontario, M4N 1V6
Attention: Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Email: contact@novamind.ca

Hinterland Metals Inc.
1 Adelaide Street East, Suite 801
Toronto, Ontario M5C 2V9
Attention: Binyomin Posen, CEO
Email: bposen@plazacapital.ca

None of the securities to be 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.

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) 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. Approval 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 the listing of the Common Shares 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 Concurrent Financing, the future operations of the Company, Novamind, and the Resulting Issuer 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, 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 the Company, 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 the Company, Novamind and the Resulting Issuer. As a result, the Company, 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 the Company, Novamind and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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 9, 2020 / Novamind Ventures Inc. (”Novamind”), a mental health and wellness company specialized in psychedelic-assisted psychotherapy, is pleased to announce that it will be hosting an online event introducing Emotion-Focused Ketamine-Assisted Psychotherapy (”EF-KAP”) on November 9th, 2020, from 9:00 AM – 4:30 PM EST. EF-KAP is a treatment protocol combining emotion-focused therapy and ketamine-assisted psychotherapy, developed by Adele Lafrance, PhD and Reid Robison, MD, MBA, Chief Medical Officer of Novamind, who will host the online workshop.

“We are excited to introduce EF-KAP to our peers in the mental health community. Dr. Robison and I are passionate about advancing psychedelic-assisted therapy protocols and our research suggests that EF-KAP has the potential to help patients who have not responded to standard mental health treatments,” commented Dr. Adele Lafrance.

EF-KAP is the first psychedelic-assisted psychotherapy treatment protocol to be introduced by Novamind’s clinical research division, Cedar Clinical Research from its base in Springville, Utah. As a treatment model, with a focus on increasing patients’ overall skill and confidence with emotion processing, EF-KAP aims to provide lasting symptom relief from a range of mental health conditions, including anorexia nervosa and major depressive disorder.

This workshop will introduce participants to recent research from Cedar Clinical Research in support of EF-KAP, including the foundations of emotion science and emotion-focused interventions. Participants will learn the structure of the model (preparation sessions, dosing sessions and psychotherapeutic integration sessions). Strategies to increase supportive caregiver involvement will also be reviewed, including sample scripts and guidelines around dosing support and integration work. Finally, vignettes and videos will be presented to illustrate the preparation, ketamine dosing and adjunctive-psychotherapy sessions that make up the model.

For more information please visit
https://www.eventbrite.ca/e/emotion-focused-ketamine-assisted-psychotherapy-ef-kap-registration-116430459639.

About Novamind
Novamind is building a global network of clinics, retreats and research sites to serve the regulated psychedelics industry. We provide access to safe, 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

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 5, 2020 /Novamind Ventures Inc. (”Novamind”), a mental health and wellness company specialized in psychedelic-assisted psychotherapy, is pleased to announce that it will present at the Royal College of Psychiatrists (”RCPsych”) Faculty of Eating Disorders Annual Conference. On November 5th, from 9:40-10:10 GMT, Novamind’s Chief Medical Officer, Reid Robison, MD, will deliver a talk titled “The Role of Ketamine in Eating Disorder Treatment”.

“I look forward to sharing with RCPsych how I have witnessed remarkable healing journeys through ketamine therapy for so many clients, including those with treatment-resistant eating disorders. I am also excited to discuss Novamind’s progress developing evidence-based treatment protocols to support the wide-spread adoption of ketamine treatment for this underserved family of conditions,” commented Dr. Reid Robison.

For more information, or to register for the RCPsych conference, please visit

https://www.rcpsych.ac.uk/events/conferences/detail/2020/11/05/default-calendar/faculty-of-eating-disorders-psychiatry-annual-conference-2020

About the Royal College of Psychiatrists

RCPsych is the primary professional and educational body for psychiatrists in the United Kingdom. The college works to secure the best outcomes for people with mental illness, learning difficulties and developmental disorders by promoting excellent mental health services, training outstanding psychiatrists, promoting quality and research, setting standards and being the voice of psychiatry. For more information visit www.rcpsych.ac.uk.

About Novamind
Novamind is building a global network of clinics, retreats and research sites to serve the regulated psychedelics industry. We provide access to safe, 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

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, ONTARIO / ACCESSWIRE / October 26, 2020 / Novamind Ventures Inc. (“Novamind”), a mental health and wellness company specialized in psychedelic-assisted psychotherapy, is pleased to announce that it will present at PsyTech’s upcoming virtual summit: “A Global Dialogue on the Future of Psychedelic Medicine”. The event is set to take place on October 27th, 2020 and is free of charge for attendees.

From 6:00-7:00 PM EST, Novamind will present two talks titled

i) Global Access to Psychedelic Medicine and Innovative Research Hosted by: Yaron Conforti – Chief Executive Officer, Novamind

ii) Psychedelic Medicine: A Pathway Towards Systemic Healing Hosted by: Reid Robison, MD, MBA – Chief Medical Officer, Novamind and Adele Lafrance, PhD – Senior Consultant, Research Scientist, Novamind

The PsyTech Summit will be streamed from eight cities across the globe and will feature leaders in psychedelic research, therapy, technology, advocacy, and business. Other distinguished speakers include Rick Doblin, Founder and Executive Director of the Multidisciplinary Association for Psychedelic Studies (MAPS), Professor Matthew Johnson of Johns Hopkins University, author, psychiatrist and psychopharmacologist, Dr. Julie Holland, and Dr. Robin Carhart-Harris, Founder of the Centre for Psychedelic Research at Imperial College London.

For more information, or to register for the Psytech summit, visit www.psytech.biz.

About Novamind Novamind is building a global network of clinics, retreats and research sites to serve the regulated psychedelics industry. We provide access to safe, 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

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 / August 28, 2020 / Novamind Ventures Inc. (”Novamind”), a mental health and wellness company specialized in psychedelic-assisted psychotherapy, is pleased to announce that Reid Robison, MD, MBA, has been appointed Chief Medical Officer (”CMO”) of Novamind.

Dr. Robison co-founded Cedar Psychiatry LLC and Cedar Clinical Research LLC, organizations that were acquired by Novamind in July 2020. Dr. Robison is a thought leader in psychedelic medicine, widely recognized for his contributions as a clinician and researcher towards the use of psychedelic-assisted psychotherapy in psychiatry.

Dr. Robison commented: “Novamind sits at the forefront of one of the most exciting opportunities to improve mental healthcare in our lifetimes. This partnership will allow us to develop and share new ways of helping individuals and families struggling with mental health conditions, especially those for whom traditional treatments have been ineffective. I am enthusiastic about this role with Novamind, where together we will advance scientific research and create access to psychedelic-assisted psychotherapy for those who need it most.”

Dr. Robison is a board-certified psychiatrist with fellowship training in neurodevelopmental genetics and clinical research. He has led over 100 clinical trials in neuropsychiatry and co-directed the University of Utah’s molecular genetics laboratory. Dr. Robison serves as the Coordinating Investigator for the Multidisciplinary Association for Psychedelic Studies’ (MAPS) phase II clinical trial examining MDMA-assisted psychotherapy for the treatment of eating disorders. He also serves as the Medical Director for the Center for Change, a highly respected eating disorder treatment center.

Dr. Robison was among the first clinicians to prescribe ketamine off-label for the treatment of depression in Utah. In 2011, he obtained his first grant to study ketamine and developed the ketamine depression protocols for the Intermountain Medical Center, Utah’s largest hospital. In 2012, Dr. Robison led the Utah site for the pivotal ketamine study for treatment-resistant depression by Janssen, leading to the U.S. Food and Drug Administration (FDA) approval of Spravato™. Currently, Dr. Robison supervises and trains ketamine-assisted psychotherapy practitioners across Utah, and to date has guided thousands of ketamine therapy journeys and, and hundreds of Spravato™ dosing sessions.

As a social entrepreneur, Dr. Robison has built and sold a number of purpose-driven companies including Anolinx Inc., a healthcare data analytics firm acquired by the Bennett Group in 2012. In 2012, he co-founded a personalized medicine company called Tute Genomics Inc., which received venture capital financing from investors including Tencent and Intermountain Healthcare, before being acquired in 2016 by PerianDx Inc., where Dr. Robison continues to serve as a Director.

Dr. Robison is active in numerous philanthropic pursuits. He currently volunteers as adjunct faculty at the University of Utah, Brigham Young University, and Utah Valley University. In 2010, he founded the Polizzi Clinic, a non-profit organization that provides free mental healthcare services to Utah’s uninsured. In January 2020, he co-hosted the Intermountain Psychedelics Symposium, a psychedelics community and awareness event with 500+ attendees.

Yaron Conforti, Chief Executive Officer of Novamind commented: “Dr. Robison’s appointment as Novamind’s CMO is the culmination of a collaboration that began in 2019. Building on his foundational work as a clinician and researcher, Novamind is positioned to make significant contributions to responsibly shaping the future of psychedelic medicine.”

About Novamind

Novamind is building a global network of clinics and retreats that are required for a regulated psychedelics industry. We provide access to safe, 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

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 / July 30, 2020 / Novamind Ventures Inc. (”Novamind”), a mental health and wellness company specialized in psychedelic-assisted psychotherapy, is pleased to announce that it has closed the acquisitions of Cedar Psychiatry LLC (”Cedar Psychiatry”),a specialized provider of ketamine-assisted psychotherapy and Cedar Clinical Research LLC (”Cedar Clinical Research”), a dedicated research center focused on psychedelic medicines, both based near Salt Lake City, Utah (the ”Cedar Acquisitions”). Total consideration paid by Novamind for the Cedar Acquisitions was CAN$3.05 million, consisting of CAN$1 million cash and CAN$2.05 million in Novamind common shares.

With the closing of the Cedar Acquisitions, Reid Robison, MD, MBA, co-founder of Cedar Psychiatry and Cedar Clinical Research, will join Novamind’s senior leadership team.

Cedar Psychiatry by Novamind

Cedar Psychiatry is now the central hub of Novamind’s global network of clinics and retreats offering legal, medically supervised psychedelic experiences. Founded in 2016, Cedar Psychiatry operates four outpatient mental health clinics near Salt Lake City, Utah, providing a wide range of services including psychotherapy, diagnostic evaluations, pharmacogenetic testing, psychiatric medication management and transcranial magnetic stimulation (TMS).

In addition, Cedar Psychiatry is a leading provider of ketamine therapy, having administered over 3,000 ketamine-assisted psychotherapy sessions and over 700 Spravato™ (esketamine) treatments since its inception. Dr. Robison is a thought leader in ketamine-assisted psychotherapy and psychedelic-medicine. He was one of the first clinicians to use ketamine off-label for the treatment of depression in Utah. In 2011, Dr. Robison established a ketamine infusion practice at Intermountain Medical Center, Utah’s largest hospital. Dr. Robison supervises and trains ketamine-assisted psychotherapy practitioners at Cedar Psychiatry’s clinics across Utah, and to date has guided thousands of ketamine therapy journeys and hundreds of Spravato™ treatment sessions.

Through Novamind’s global network of clinics and retreats (operating exclusively in jurisdictions where certain psychedelics are legal), Cedar Psychiatry anticipates expanding its service offerings to provide patients with increased access to psychedelic medicine, along with screening, preparation, and integration services.

Cedar Clinical Research by Novamind

Cedar Clinical Research (”CCR”) now leads Novamind’s clinical research activities. From its dedicated research center in Springville, Utah, CCR has developed a strong track record providing contract research (CRO) services, including hosting clinical trials. In 2012, Dr. Robison led the Utah site for the pivotal ketamine study for treatment-resistant depression by Janssen, leading to the U.S. Food and Drug Administration (FDA) approval of Spravato™. CCR operates at the leading edge of evidence-based care and is currently conducting a variety of clinical research studies examining conditions including depression, eating disorders, PTSD, and end-of-life anxiety.

Cedar Clinical Research is initiating its own research studies, integrating the data and learnings gained from patient treatment experiences and outcomes at Cedar Psychiatry, as well as related international retreats, to advance research on psychedelic medicine. Novamind is evaluating a pipeline of early-stage clinical research opportunities and expects to announce preclinical work on a psychedelic therapeutic protocol during Q3 2020.

About Cedar Psychiatry and Cedar Clinical Research

Cedar Psychiatry is an innovative provider of outpatient mental health services, operating psychiatry clinics specialized in ketamine-assisted psychotherapy. Cedar Clinical Research is a dedicated research organization focused on advancing psychedelic medicine. Both organizations are based near Salt Lake City, Utah, and are committed to evidence-based psychedelic healing. For more information visit www.cedarpsychiatry.com.

About Novamind

Novamind is building a global network of clinics and retreats that are required for a regulated psychedelics industry. We provide access to safe, 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