As a result of the Consolidation, it has 455,377 Common Shares issued and outstanding. Prior to the Consolidation, Hinterland Metals had 11,384,470 Common Shares issued and outstanding. Pursuant to the proposed transaction, it is intended that, the combined company (the Resulting Issuer) will carry on the business of Novamind. In a related transaction, Novamind signed a letter of intent to purchase 100% of the assets of Cedar Psychiatry LLC and Cedar Clinical Research LLC. Novamind is currently undertaking a non-brokered private placement of Novamind shares at a price of CAD 0.10 per Novamind Share for gross proceeds of CAD 3 million to be completed prior to the closing of the proposed transaction. Convertible securities of Novamind 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. 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 Novamind Shares held immediately prior to the completion of the amalgamation, one Hinterland Consolidated Share (∾xchange Ratio). 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 having a value of CAD 1.3 million calculated based on the CAD 0.10 per share, provided that Hinterland has net cash and marketable securities of minimum CAD 0.3 million at closing (less costs incurred in connection with the proposed transaction). As part of the terms, Hinterland will effect a consolidation of the issued and outstanding Hinterland Shares. in a reverse merger transaction on November 12, 2020. entered into a definitive agreement to acquire Hinterland Metals Inc. in a reverse merger transaction on July 3, 2020. signed a binding letter of intent to acquire Hinterland Metals Inc.
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