Novamind Closes Arizona Acquisition

Rhea-AI Summary

Novamind Inc. has successfully closed its acquisition of Arizona-based Foundations for Change, enhancing its clinic network and market presence in Arizona. The acquisition includes the issuance of 441,261 common shares and a cash payment of US$336,955 to debt holders. Foundations' founder, Jeff Edelman, will serve as Medical Director at new clinic locations, aiming to leverage Novamind's infrastructure for delivering innovative mental healthcare. This strategic expansion aligns with Novamind's mission to enhance mental wellness through psychedelic medicine.

Positive

• Acquisition of Foundations for Change to expand clinic network in Arizona.
• Opportunity to leverage Novamind's infrastructure for innovative mental healthcare.
• Leadership of Foundations' founder as Medical Director enhances operational expertise.

Negative

• Issuance of 441,261 shares may dilute existing shareholder equity.
• Uncertainty regarding the integration of Foundations' operations may pose operational risks.

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 / January 18, 2022 / Novamind Inc. (CSE:NM)(OTCQB:NVMDF)(FSE:HN2) ("Novamind" or the "Company"), a leading mental health company specialized in psychedelic medicine, announces that, further to its press release dated December 23, 2021, it has closed its acquisition (the "Acquisition") of Arizona-based Foundations for Change, Inc. ("Foundations"), a mental health practice specialized in ketamine-assisted psychotherapy.

"We're thrilled to welcome the team from Foundations," commented Novamind CEO and Director, Yaron Conforti. "The Acquisition is an exciting opportunity for Novamind to expand the reach of our clinic network, bringing our model for innovative mental healthcare to a new market in Arizona."

With the closing of the Acquisition, Foundations founder Jeff Edelman, MSN, APRN, PMHNP-BC, PMHCNS-BC, assumes the role of Medical Director at the Peoria and Phoenix clinic locations.

Mr. Edelman commented: "Joining Novamind is the right fit for our team and aligns with our mission to provide innovative and compassionate mental healthcare. I would like to thank our patients, partners and community for their ongoing support over the years. We look forward to integrating our team and operations with Novamind and benefiting from its deep expertise and infrastructure as we continue to serve a growing patient population."

In connection with the Acquisition, the Company issued 441,261 common shares in the capital of the Company (the "Shares") pursuant to the terms of debt settlement agreements entered into with certain holders of debt of Foundations (the "Debtholders"), at a deemed price per share equal to CAN$0.468 per Share. The Shares are subject to a statutory hold period expiring on May 18, 2022 in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange. The Company also paid to the Debtholders an aggregate of US$336,955 cash. The Company's news release dated December 23, 2021 provides additional details for the consideration payable by the Company pursuant to the Acquisition.

About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.

Contact Information
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512

Samantha DeLenardo, VP, Communications
Email: media@novamind.ca

Investor Relations
Email: IR@novamind.ca

Forward-Looking Statements
This news release contains forward-looking statements. 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 Company's expectations including the failure to satisfy the conditions to completion of the Transaction, including the failure to obtain requisite third party consents and regulatory approvals, and other risks detailed from time to time in the Company's public disclosure. As a result, there can be no assurance that the Transaction will be completed as proposed or at all. The reader is cautioned not to place undue reliance on any forward-looking information. 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 will only update or revise publicly any of the included forward-looking statements as expressly required by applicable laws.

Cautionary Statements
The securities of the Company referred to in this press release 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Novamind Inc.

View source version on accesswire.com:
https://www.accesswire.com/684189/Novamind-Closes-Arizona-Acquisition

FAQ

What is the purpose of Novamind's acquisition of Foundations for Change?

The acquisition aims to expand Novamind's clinic network and enhance its mental healthcare services in Arizona.

What were the terms of the acquisition of Foundations for Change?

Novamind issued 441,261 common shares and paid US$336,955 to debt holders as part of the acquisition.

Who will lead the new clinic locations after the acquisition?

Jeff Edelman, founder of Foundations for Change, will serve as Medical Director at the Peoria and Phoenix clinic locations.

How might this acquisition impact Novamind's market position?

The acquisition may strengthen Novamind's market presence and operational capacity in the mental health sector.

When is the hold period for the shares issued in the acquisition?

The shares are subject to a statutory hold period expiring on May 18, 2022.