Category: Novamind

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TORONTO, ON / ACCESSWIRE / July 5, 2020 / Hinterland Metals Inc. (the ”Company” or ”Hinterland”) is pleased to announce that it has signed a binding letter of intent dated July 3, 2020 (the ”LOI”) pursuant to which the Company will acquire (the ”Proposed Transaction”) all of the outstanding shares of Novamind Ventures Inc. (”Novamind”), a company that invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats. Novamind seeks to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. It is intended that the combined company (the ”Resulting Issuer”) will carry on the business of Novamind.

Pursuant to the Proposed Transaction, the Company or its wholly-owned subsidiary will amalgamate with Novamind (the “Amalgamation”) and the shareholders of Novamind will exchange their common shares of Novamind (the “Novamind Shares”) for common shares of the Company (the “Hinterland Shares”).

Novamind is currently undertaking a non-brokered private placement (the “Financing”) of Novamind Shares at a price of $0.10 per Novamind Share for gross proceeds of $3,000,000 to be completed prior to the closing of the Proposed Transaction.

Prior to the Amalgamation, Hinterland will effect a consolidation (the “Hinterland Consolidation”) of the issued and outstanding Hinterland Shares. Under the Hinterland Consolidation, the Hinterland Shares will be consolidated on a basis that results in the holders of the Hinterland Shares holding post-Hinterland Consolidation Hinterland Shares (the “Hinterland Consolidated Shares”) having a value of $1,300,000 calculated based on the Financing price, provided that Hinterland has net cash and marketable securities of minimum $300,000 at closing (less costs incurred in connection with the Proposed Transaction).

Following the Hinterland Consolidation and pursuant to the Amalgamation, the holders of Novamind Shares immediately prior to the completion of the Amalgamation will each receive, for every four (4) Novamind Shares held immediately prior to the completion of the Amalgamation, one (1) Hinterland Consolidated Share (the “Exchange Ratio”). Convertible securities of Novamind (the “Novamind Convertible Securities”) will either automatically adjust in accordance with the terms thereof such that following the completion of the Amalgamation, the holders thereof shall acquire Hinterland Consolidated Shares in lieu of Novamind Consolidated Shares or will be replaced with equivalent convertible securities of Hinterland entitling the holders thereof to acquire Hinterland Consolidated Shares in lieu of Novamind Consolidated Shares, and otherwise bearing the same terms as the Novamind Convertible Securities they replace.

As a condition of the Proposed Transaction, Hinterland will apply to list the Hinterland Consolidated Shares on the Canadian Securities Exchange (the “CSE”). Prior to the closing of the Proposed Transaction, Hinterland will change its name to “Novamind Inc.”, or such other name as may be agreed upon by the parties.

Board and Management Changes

It is the parties’ intention that upon closing of the Proposed Transaction, the board of directors and officers of the Resulting Issuer be reconstituted to be comprised of Yaron Conforti (Chief Executive Officer and Director), Jesse Kaplan (Director), Sruli Weinreb (Director), and Chuck Rifici (Director), all in a manner that complies with applicable securities and corporate laws (the “Board and Management Rollover”). Upon and subject to the completion of the Cedar Acquisition (as defined below) it is anticipated that Dr. Reid Robison will also join the board of Novamind and will be appointed to the board of the Resulting Issuer as part of the Board and Management Rollover.

Closing Conditions

The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things (1) a change in the name of Hinterland to “Novamind Inc.” or such other name as may be approved by Novamind and acceptable to applicable regulatory authorities; (2) receipt of conditional approval of the CSE for the listing of the Hinterland Consolidated Shares; (3) all required approvals and consents for the Proposed Transaction, (4) completion of the Hinterland Consolidation; (5) the completion of the Board and Management Rollover; (6) completion of the Financing; and (7) approval of the Amalgamation by Novamind shareholders.

About Novamind

Novamind was founded in May 2019 in Toronto, Canada. Ongoing clinical trials approved by the U.S. Food and Drug Administration (“FDA”) are currently evaluating the safety and efficacy of MDMA-assisted psychotherapy (to treat PTSD) and psilocybin-assisted psychotherapy (to treat depression), and if approved, will require specialized infrastructure to facilitate patient treatment. Novamind seeks to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. Until such time that the FDA approves new psychedelic medicines, Novamind invests and operates exclusively in those jurisdictions with established legal regulations for the use of psychedelics. Novamind was an early mover in 2019 and made two strategic investments in industry leading psychedelic retreats and clinics:

(A) a €750,000 (CAD $1,137,623) investment in Synthesis Institute B.V. (“Synthesis”), a Netherlands-based psychedelics retreat offering an interdisciplinary approach to safe, legal psilocybin experiences. The investment in Synthesis was funded in cash and closed in multiple tranches beginning in November 2019 with the final tranche completed in March 2020; and

(B) a letter of intent to purchase (the “Cedar Acquisition”) 100% of the assets of Cedar Psychiatry LLC and Cedar Clinical Research LLC (collectively, “Cedar”), a leading provider of psychedelic-assisted psychotherapy and research, based in the United States. Cedar operates three psychiatry clinics specialized in ketamine-assisted psychotherapy, and a dedicated research center that conducts novel clinical trials. Novamind’s acquisition of Cedar is expected to close prior to the completion of the Proposed Transaction. The purchase price for the Cedar acquisition is $3,050,000 consisting of 5,125,000 Novamind Consolidated Shares (as defined below) to be issued at a deemed price of $0.40 per share and cash payments totaling $1,000,000 to be paid over 12 months from closing of the Cedar Acquisition.

Novamind’s investment in Synthesis and its pending acquisition of Cedar provide Novamind with access to proprietary resources including psychedelic-assisted psychotherapy protocols, industry-leading data, patient screening tools, leading facilitators and scientific advisors. Utilizing these best practices and partnering with leading practitioners in the psychedelic space, Novamind is building a network of clinics and retreats offering people access to safe, legal psychedelic experiences while advancing research for psychedelic medicine.

About Hinterland

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

For additional information please contact:

Hinterland Metals Inc.
1 Adelaide Street East, Suite 801
Toronto, Ontario M5C 2V9
Attention: Binyomin Posen, Director, Chief Executive Officer, and Chief Financial Officer
Email: bposen@plazacapital.ca

ON BEHALF OF THE BOARD

Binyomin Posen CEO, CFO & Director

The securities of the Company have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

The CSE has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to Hinterland was supplied by the Company and all information in this news release with respect to Novamind, Synthesis and Cedar was supplied by Novamind, for inclusion herein, and Hinterland and its directors and officers have relied on Novamind for any information concerning such parties.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, 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, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, Novamind and the Resulting Issuer 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 Proposed 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 Proposed 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, Synthesis, Novamind and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

TORONTO, May 18, 2020 (GLOBE NEWSWIRE) — Buzz Capital Inc. (TSXV: BUZ.P) (”Buzz Capital” or the ”Corporation”), a capital pool company listed on the TSX Venture Exchange (the ”Exchange”), is pleased to announce that it has signed a letter of intent dated May 8, 2020 (the ”Letter of Intent”) with Novamind Ventures Inc., an Ontario corporation, (”Novamind”) to complete a business combination by way of a transaction that will constitute a reverse takeover of Buzz Capital by Novamind. The proposed transaction is intended to constitute an arm’s length qualifying transaction (the ”Qualifying Transaction”) for Buzz Capital, as defined in Policy 2.4 of the Exchange. Upon completion of the Qualifying Transaction and the Financing (as defined and described below), it is expected that Buzz Capital (following the Qualifying Transaction, the ”Resulting Issuer”) will be a Tier 2 Industrial Issuer, subject to Exchange approval.

Description of Novamind

Novamind invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats.  Novamind was founded in May 2019 in Toronto, Canada.

Ongoing clinical trials approved by the U.S. Food and Drug Administration (“FDA”) are currently evaluating the safety and efficacy of MDMA-assisted psychotherapy (to treat PTSD) and psilocybin-assisted psychotherapy (to treat depression), and if approved, will require specialized infrastructure to facilitate patient treatment.  Novamind seeks to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry.

Until such time that the FDA approves new psychedelic medicines, Novamind invests and operates exclusively in those jurisdictions with established legal regulations for the use of psychedelics. With this as a prerequisite, Novamind was an early mover in 2019 and made two strategic investments in industry-leading psychedelic retreats and clinics:

1. a €750,000 (CAD $1,137,623) investment in Synthesis Institute B.V. (“Synthesis”), a Netherlands-based psychedelics retreat offering an interdisciplinary approach to safe, legal psilocybin experiences. The investment in Synthesis was funded in cash and closed in multiple tranches beginning in November 2019 with the final tranche completed in March 2020; and
2. a letter of intent to purchase 100% of the assets of Cedar Psychiatry LLC and Cedar Clinical Research LLC (“Cedar Psychiatry”), a leading provider of psychedelic-assisted psychotherapy and research, based in the United States (the “Cedar Acquisition”). Cedar Psychiatry operates three psychiatry clinics specialized in ketamine-assisted psychotherapy, and a dedicated research center that conducts novel clinical trials. Novamind’s acquisition of Cedar Psychiatry is expected to close prior to the Qualifying Transaction. The purchase price for the Cedar Psychiatry acquisition is $3,050,000 consisting of  5,125,000 Novamind Consolidated Shares (as defined below) to be issued at a deemed price of $0.40 per share and cash payments totalling $1,000,000 to be paid over 12 months from closing of the Cedar Acquisition.

Novamind’s investment in Synthesis and its acquisition (pending) of Cedar Psychiatry provides Novamind with access to proprietary resources including psychedelic-assisted psychotherapy protocols, industry-leading data, patient screening tools, leading facilitators and scientific advisors.  Utilizing these best practices and partnering with leading practitioners in the psychedelic space, Novamind is building a network of clinics and retreats offering people access to safe, legal psychedelic experiences while advancing research for psychedelic medicine.

Additional information on Novamind will be provided in the filing statement to be filed pursuant to the Qualifying Transaction.

The Qualifying Transaction

The Letter of Intent contemplates that the Qualifying Transaction will be undertaken by way of a three-corner amalgamation, pursuant to which Novamind will amalgamate (the “Amalgamation”) with a newly formed subsidiary of Buzz Capital and, as such, approval of the Novamind shareholders (“Novamind Shareholders”) will be required. Upon completion of the Amalgamation, the corporation formed by the amalgamation of Novamind and the newly-formed subsidiary of Buzz Capital will be a wholly-owned subsidiary of Buzz Capital.

Prior to the Amalgamation, Buzz Capital will effect a consolidation (the “Buzz Consolidation”) and Novamind will similarly effect a consolidation (the “Novamind Consolidation”; together with the Buzz Consolidation, the “Consolidations”) of, respectively, the issued and outstanding common shares of Buzz Capital (the “Buzz Shares”) and Novamind (the “Novamind Shares”). Under the Buzz Consolidation, the Buzz Shares will be consolidated on a basis that results in the holders of Buzz Shares (“Buzz Shareholders”) holding post-Buzz Consolidation Buzz Shares (“Buzz Consolidated Shares”) having a value of $1,700,000, provided that Buzz Capital has net cash of minimum $500,000 at closing. Assuming a net cash position of a minimum of $500,000, this would result in the Buzz Shares being consolidated on a 1:1.9788 basis, resulting in approximately 4,250,000 Buzz Consolidated Shares being outstanding. Under the Novamind Consolidation, the outstanding Novamind Shares will be consolidated on a 1:4 basis, resulting in Novamind Shareholders holding approximately 19,018,750 post-Novamind Consolidation Novamind Shares (“Novamind Consolidated Shares”). The number and exercise prices of the outstanding convertible securities of Buzz Capital (“Buzz Convertible Securities”) and Novamind (“Novamind Convertible Securities; together with the Buzz Convertible Securities, the “Convertible Securities”) will be adjusted in accordance with their terms as a result of, respectively, the Buzz Consolidation and Novamind Consolidation.

Following the Consolidations and pursuant to the Amalgamation, the holders of Novamind Consolidated Shares immediately prior to the completion of the Amalgamation will each receive, for every one (1) Novamind Consolidated Share held immediately prior to the completion of the Amalgamation, one (1) Buzz Consolidated Share (the “Exchange Ratio”). Outstanding Novamind Convertible Securities will either automatically adjust in accordance with the terms thereof such that following the completion of the Amalgamation, the holders thereof shall acquire Buzz Consolidated Shares in lieu of Novamind Consolidated Shares or will be replaced with equivalent convertible securities of Buzz entitling the holders thereof to acquire Buzz Consolidated Shares in lieu of Novamind Consolidated Shares, and otherwise bearing the same terms as the Novamind Convertible Securities which they replace.

Completion of the Qualifying Transaction is subject to the satisfaction of a number of conditions, including, but not limited to:

1. a change in the name of Buzz Capital to “Novamind Inc.” or such other name as may be approved by Novamind and acceptable to applicable regulatory authorities;
2. receipt of all necessary third-party, regulatory and Exchange approvals, including the approval by the Exchange of the proposed transaction as Buzz Capital’s Qualifying Transaction;
3. negotiation and execution and delivery of a definitive form of amalgamation agreement (the “Definitive Agreement”) mutually acceptable to both Novamind and Buzz Capital, containing the terms and conditions customary in transactions of like nature;
4. approval of the Amalgamation and the Definitive Agreement by the board of directors of Novamind and Buzz Capital;
5. prior to the Qualifying Transaction, the completion by Novamind of the Financing (as defined below); and
6. the approval of the Amalgamation by the Novamind shareholders.

Selected Financial Information of Novamind

The following tables sets out unaudited historical financial information of Novamind for the period commencing on its date of incorporation, May 22, 2019 and ending April 30, 2020.

Balance Sheet Account	As at April 30, 2020
Current Assets	$1,027,253
Total Assets	$2,352,407
Current Liabilities	$587,085
Total Liabilities	$587,085
Total Shareholder’s Equity	$2,352,407

Income Statement	May 22, 2019 to April 30, 2020
Revenue	NIL
Operating Expenses	$727,135.20
Net Loss	$(727,135.20)

Novamind Financing

In connection with the Qualifying Transaction and prior to the Novamind Consolidation, Novamind is undertaking a non-brokered private placement (the “Financing”) of Novamind Shares at a price of $0.10 per share for minimum gross proceeds of $2,500,000. Novamind engaged First Republic Capital Corporation (“First Republic”) as its exclusive lead finder in connection with the Financing. As compensation, First Republic will be paid a cash commission equal to 7% of the aggregate gross proceeds of the Financing and compensation warrants (“Compensation Warrants”) equal to 7% of the number of Novamind Shares issued under the Financing. Each Compensation Warrant entitles the holder to acquire a Novamind Share at an exercise price of $0.10 for a period of 24 months following the closing date of the Financing.  The Novamind Consolidation will result in the number of Novamind Shares and Compensation Warrants issued in the Financing being divided by four, and the effective offering price under the Financing and the exercise price of the Compensation Warrants being adjusted to $0.40 per share.  Novamind has closed a first tranche of the Financing for gross proceeds of $1,607,500.

Pro Forma Capitalization

The table below demonstrates the anticipated non-diluted capitalization of the Resulting Issuer post Qualifying Transaction and Financing, assuming completion of the minimum Financing, and lists the number of common shares of the Resulting Issuer (“Resulting Issuer Shares”) anticipated to be held by the Buzz Shareholders, Novamind Shareholders and investors in the Financing.

	Number of Resulting Issuer Shares Issued and Outstanding Post-Qualifying Transaction Assuming Minimum Financing and completion of the Consolidations	Percentage of Resulting Issuer Shares Post-Qualifying Transaction Assuming Minimum Financing and completion of the Consolidations
Resulting Issuer Shares held by Buzz Capital Shareholders	4,250,000	13.88%
Resulting Issuer Shares held by Former Novamind Shareholders(1)	15,000,000	48.98%
Resulting Issuer Shares held by Former Cedar Psychiatry Shareholders	5,125,000	16.73%
Resulting Issuer Shares held by investors in the Financing(1)	6,250,000	20.41%
TOTAL	30,625,000	100%

Note:

1. Novamind has raised aggregate gross proceeds of $1,607,500 under the Financing to date and has issued 16,075,000 Novamind Shares, which, following the Novamind Consolidation, will be consolidated into approximately 4,018,750 Novamind Consolidated Shares. These 4,018,750 Novamind Consolidated Shares are included in the row titled “Resulting Issuer Shares held by investors in the Financing”, which discloses the number of Novamind Consolidated Shares that would be outstanding if Novamind raised an additional $892,500 under the Financing, being an amount sufficient to meet the minimum $2,500,000 Financing.

It is anticipated that proceeds from the Financing will be used for acquisitions and for general working capital.

Board of Directors, Officers and other Insiders

Upon completion of the Qualifying Transaction, it is anticipated that the board of directors and officers of the Resulting Issuer will be comprised of the individuals listed below. In addition, the parties anticipate that Novamind will nominate the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. The identities and biographies of these individuals will be disclosed in a subsequent press release or filing statement prepared in connection with the Qualifying Transaction. To the knowledge of Novamind and Buzz Capital, no person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the Resulting Issuer.

Chuck Rifici (Director), Ottawa, Ontario

Chuck is a pioneer of the North American cannabis industry, having created and managed opportunities which have had an incredible and widespread impact on the Canadian cannabis landscape.  The founder of Canopy Growth (FKA Tweed Marijuana), Chuck is Chairman of Auxly Cannabis Group, Chairman at Feather Company and is a chartered professional accountant (CPA). He obtained his MBA from Queen’s University and holds a BASc in Computer Engineering from the University of Ottawa.

Yaron Conforti (Chief Executive Officer and Director), Toronto, Ontario

Yaron Conforti is the founder and principal of Emmcap Corp., an investor in venture-stage companies. He previously served in senior investment banking roles at Desjardins Securities and Sandfire Securities and in CEO, CFO and corporate director roles for private and public companies.

Jesse Kaplan, CFA (Director), Toronto, Ontario

Jesse Kaplan has been a partner with Plaza Capital Limited since 2015. His career has focused on advising and investing in early stage growth companies. This has included extensive work helping companies through the process of going public in both Canada and the United States. Jesse was previously a senior analyst at Harborview Advisors LLC, a New York based investment firm and Palladium Capital Advisors, LLC, a NASD member investment bank. Currently, he is a board member of Abacus Health Products (CSE:ABCS) among other successful companies.

Sruli Weinreb (Director), Toronto, Ontario

Sruli Weinreb is the founder and managing partner of Plaza Capital Limited. Plaza Capital supports many North American early stage growth companies with strategic debt placements and equity investments. He is also the chief executive officer of Lake Central Air Services Inc., the world’s leading modification and integration partner for the airborne geophysical survey industry. Before founding Plaza Capital in 2013, Sruli was the chief executive officer of eMobile Inc., a telecom arbitrage company with a specialization in international roaming which he co-founded in 2008.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies.  Buzz Capital is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange; however, there is no assurance that Buzz Capital will ultimately obtain this exemption. Buzz Capital intends to include any additional information regarding sponsorship in a subsequent press release.

Further Information

The Buzz Shares are currently halted from trading on the Exchange and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may or may not occur until the completion of the Qualifying Transaction.

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

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval.

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 management information circular or filing statement 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 a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into the Definitive Agreement, the completion of the Financing and Amalgamation, listing as an Industrial Issuer, and the use of proceeds from the Financing. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the Definitive Agreement being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required directors’ and shareholders’ approval to the Qualifying Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE: Buzz Capital Inc.

For further information:

Buzz Capital Inc.

Chuck Rifici
CEO, CFO and Director Tel: (613) 239-0531

Novamind Ventures Inc.

Yaron Conforti
CEO and Director
Tel: (647) 953-9512
Website: www.novamind.ca

TORONTO, Ontario – March 24, 2020 – Novamind Ventures Inc. (”Novamind”) is pleased to announce that it has signed a letter of intent pursuant to which Novamind has agreed to purchase 100% of the assets of Cedar Psychiatry LLC (”Cedar Psychiatry”), a specialized provider of outpatient mental health services, and Cedar Clinical Research LLC (”Cedar Research”), a contract research organization (”CRO”), both based near Salt Lake City, Utah.

Led by Dr. Reid Robison, MBA, and Ms. Seneca Anderson, Cedar Psychiatry was founded in 2016 and has established a growing network of outpatient mental health clinics in the Greater Salt Lake City Area. Cedar Psychiatry has established itself as a leader and pioneer in outpatient mental health services by providing innovative, evidence-based mental healthcare services to patients of all ages. Cedar’s personalized and targeted treatment plans are informed by Cedar’s leading psychiatrists and therapists, and are implemented with a range of treatments offered at Cedar Psychiatry clinics, including: psychotherapy, pharmacogenetic testing, dietary therapy, psychiatric medication management, ketamine-assisted psychotherapy (KAP), Spravato™  (esketamine) treatment, and Transcranial Magnetic Stimulation (TMS).

Cedar Research is a dedicated CRO and research center in Springville, Utah, with deep expertise operating clinical trials in collaboration with leading pharmaceutical drug developers. Led by Dr. Reid Robison, Cedar Research led the Utah site for the pivotal IV ketamine study for treatment-resistant depression by Janssen, leading to the FDA-approval of Spravato™ (esketamine) nasal spray, a fast-acting prescription medicine alternative for treatment-resistant depression (TRD) in adults.  Cedar Research is currently managing a number of third-party clinical trials and anticipates hosting future clinical trials focused on psychedelic medicines.

Novamind’s acquisitions of Cedar Psychiatry and Cedar Research are expected to close in Q2-Q3 2020.

About Cedar Psychiatry and Cedar Clinical Research

Cedar Psychiatry is a specialized provider of outpatient mental health services and is dedicated to advancing psychedelic research. Cedar operates four psychiatry clinics specialized in ketamine-assisted psychotherapy and a dedicated research center, all based near Salt Lake City, Utah. For more information visit www.cedarpsychiatry.com.

About Novamind

Novamind invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats.  We seek to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. Novamind is building a new standard of mental healthcare. For more information visit www.novamind.ca.

Contact Information

Yaron Conforti, CEO
T: +1 (647) 953 9512
E: info@novamind.ca

TORONTO, Ontario – November 15, 2019 – Novamind Ventures Inc. (”Novamind”) is pleased to announce that it has closed its seed financing round (the “Seed Round”) with a total investment of CAN$907,500. The Seed Round was led by Novamind’s founders and included participation from a limited group of investors.

Novamind is an investment and operating company focused on building the infrastructure required to facilitate safe, legal psychedelic experiences at the world’s leading psychedelic clinics and retreats.

MDMA and psilocybin, targeted as treatments for PTSD and depression respectively, are in late-stage clinical trials approved by the U.S. Food and Drug Administration (“FDA”) and are demonstrating encouraging results showing successful outcomes for patients with treatment-resistant conditions.

Based on the expected success of the FDA clinical trials for psychedelic medicines, Novamind anticipates a regulated psychedelics industry that will require specialized infrastructure to facilitate patient treatment. Novamind invests in the infrastructure, protocols, and people that are required for a regulated psychedelics industry.

Background

In 2017, the FDA granted a Breakthrough Therapy Designation for MDMA-assisted psychotherapy for the treatment of PTSD, with the associated clinical trial now in Phase III.  In 2018 and 2019, the FDA also granted a Breakthrough Therapy Designations to psilocybin-assisted psychotherapy for treatment-resistant depression and major depressive disorder, with the associated clinical trials in Phase IIB and Phase II, respectively. Breakthrough Therapy Designations are intended to expedite the development and review of drugs for serious or life-threatening conditions.

Early-stage clinical research suggests that psychedelics may help treat other indications including opioid use disorder, eating disorders, nicotine use disorder and anxiety. Pending the successful outcome of these clinical trials, it is expected that regulators will require that MDMA and psilocybin treatments are administered by trained practitioners adhering to strict risk evaluation and mitigation strategies (REMS).

Novamind’s Strategy

Until such time that the FDA approves psychedelic medicines, Novamind will invest and operate exclusively in those jurisdictions with established legal regulations for the use of psychedelics.  At this time Novamind is conducting advanced due diligence on a pipeline of investment opportunities with a focus on psilocybin retreats in the Netherlands and ketamine-assisted psychotherapy clinics in the United States. Psilocybin truffles are considered legal in the Netherlands due to their omission from the Dutch Opium Act (Opiumwet) and ketamine is commonly prescribed off-label for conditions including treatment-resistant depression.

There is significant clinical data supporting the efficacy of psilocybin and ketamine-assisted psychotherapy for treatment-resistant conditions.  Novamind will invest in the infrastructure that will provide the public with access to these treatments, fostering a new standard of care.

About Novamind

Novamind invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats.  We seek to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. Novamind is building a new standard of mental healthcare. For more information visit www.novamind.ca.

Contact Information

Yaron Conforti, CEO
T: +1 (647) 953 9512
E: info@novamind.ca

TORONTO, Ontario – May 22, 2019 – Novamind Ventures Inc. (”Novamind”) is pleased to announce that it has incorporated pursuant to the Ontario Business Corporations Act with its registered and head office located at 10 Wanless Ave, Suite 201, Toronto, ON, Canada.

Novamind was formed to pursue a pipeline of early-stage investments in world-leading clinics, retreats and technologies that enable psychedelic treatments and experiences.

Novamind is focused on addressing the world’s mental health crisis through the integration of psychedelic-assisted psychotherapy into modern psychiatry. Early data collected from current U.S Food and Drug Administration clinical trials suggest that psychedelics will revolutionize the treatment of mental health disorders including: anxiety, depression, post-traumatic stress disorder and addiction.

The need for innovative mental healthcare has never been higher. According to the World Health Organization, mental health disorders will affect one in four people worldwide during their lifetime. Mental health disorders are considered among the leading causes of sickness and disability and it is estimated that 450 million people are currently suffering from such disorders.

Throughout 2019, Novamind will announce its first investments that aim to advance psychedelic research and catalyze personal wellness.

About Novamind

Novamind invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats.  We seek to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. Novamind is building a new standard of mental healthcare. For more information visit www.novamind.ca.

Contact Information

Yaron Conforti, CEO
T: +1 (647) 953 9512
E: info@novamind.ca