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. 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: [email protected] ON BEHALF OF THE BOARD Binyomin Posen CEO, CFO & Director.