Novamind Announces Closing of CAD$5 Million Private Placement with Institutional Investor

January 26, 2022

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / January 26, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce that it has closed its previously announced private placement to an institutional investor of its common shares (“Common Shares”) (or Common Share equivalents) and warrants to purchase Common Shares (“Warrants”) for gross proceeds to the Company of approximately CAD$5 million (the “Private Placement”). Pursuant to the Private Placement, the Company issued 4,750,000 Common Shares, 7,750,000 Common Share equivalents (consisting of pre-funded warrants exercisable into Common Shares) and Warrants to purchase up to an aggregate of 12,500,000 Common Shares, at a purchase price of CAD$0.40 per Common Share and associated Warrant. Each Warrant entitles the holder to purchase Common Shares at an exercise price of CAD$0.50 per Common Share at any time on or prior to January 26, 2027.

H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement in the United States. H.C. Wainwright & Co. (or its designees) received (i) a cash commission of CAD$400,000 (equal to 8.0% of the gross proceeds of the Private Placement) and (ii) 1,000,000 compensation warrants (the “Agent Warrants”). The Agent Warrants are exercisable at an exercise price of CAD$0.50 per Common Share at any time on or before January 27, 2025.

The net proceeds of the Private Placement will be used by the Company for general working capital purposes. No securities were offered or sold to Canadian residents in connection with the Private Placement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to any U.S. person absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. “United States” and “U.S. person” have the respective meanings ascribed to them in Regulation S under the U.S. Securities Act.

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
Novamind
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, including statements regarding the use of proceeds from the Private Placement, 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 risks detailed from time to time in the Company’s public disclosure. 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.