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“). 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. 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.Īs a condition of the Proposed Transaction, Hinterland will apply to list the Hinterland Consolidated Shares on the Canadian Securities Exchange (the “ CSE“). 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 $300,000at closing (less costs incurred in connection with the Proposed Transaction).įollowing 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“). Prior to the Amalgamation, Hinterland will effect a consolidation (the “ Hinterland Consolidation“) of the issued and outstanding 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. 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“).
It is intended that the combined company (the “ Resulting Issuer“) will carry on the business of Novamind. Novamind seeks to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry. (“ Novamind“), a company that invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats. TORONTO, ON / ACCESSWIRE / J/ Hinterland Metals Inc. (the” Company“or” Hinterland“) is pleased to announce that it has signed a binding letter of intent dated J(the “ LOI“) pursuant to which the Company will acquire (the “ Proposed Transaction“) all of the outstanding shares of Novamind Ventures Inc. THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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