Gatekeeper Systems Inc. - M&A Activity 2020

HINTERLAND METALS INC.

and

NOVAMIND VENTURES INC.

BUSINESS COMBINATION AGREEMENT

November 12, 2020

Page

ARTICLE	1	INTERPRETATION ..................................................................................................................... 1
1.1		Definitions .................................................................................................................................... 1
1.2		Singular, Plural, etc. ..................................................................................................................... 6
1.3		Deemed Currency ......................................................................................................................... 6
1.4		Headings, etc. ............................................................................................................................... 6
1.5		Date for any Action ...................................................................................................................... 6
1.6		Governing Law ............................................................................................................................. 6
1.7		Attornment ................................................................................................................................... 6
ARTICLE	2	THE BUSINESS COMBINATION .............................................................................................. 7
2.1		Business Combination Steps ........................................................................................................ 7
2.2		Implementation Covenants ........................................................................................................... 8
2.3		Board of Directors and Senior Officers ...................................................................................... 10
ARTICLE	3	REPRESENTATIONS AND WARRANTIES .......................................................................... 10
3.1		Representations and Warranties of Novamind ........................................................................... 10
3.2		Representations and Warranties of Acquiror ............................................................................. 14
3.3		Survival ...................................................................................................................................... 17
ARTICLE	4	CONDUCT OF BUSINESS ......................................................................................................... 18
4.1		Conduct of Business by the Parties ............................................................................................ 18
4.2		Novamind Acquisitions .............................................................................................................. 18
ARTICLE	5	COVENANTS ............................................................................................................................... 19
5.1		Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by
		Acquiror ..................................................................................................................................... 19
5.2		Representations and Warranties ................................................................................................. 19
5.3		Notice of Material Change ......................................................................................................... 19
5.4		Non-Solicitation ......................................................................................................................... 19
5.5		Other Covenants ......................................................................................................................... 20
ARTICLE	6	MUTUAL COVENANTS ............................................................................................................ 20
6.1		Other Filings ............................................................................................................................... 20
6.2		Additional Agreements ............................................................................................................... 20
ARTICLE	7	CONDITIONS AND CLOSING MATTERS ............................................................................ 21
7.1		Mutual Conditions Precedent ..................................................................................................... 21

Page

(continued)

7.2	Additional Conditions Precedent to the Obligations of Novamind ............................................ 22
7.3	Additional Conditions Precedent to the Obligations of Acquiror .............................................. 23
7.4	Merger of Conditions ................................................................................................................. 24
7.5	Closing Matters .......................................................................................................................... 24
ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS ........................ 24
8.1	Termination ................................................................................................................................ 24
8.2	Effect of Termination ................................................................................................................. 24
8.3	Fees and Expenses ...................................................................................................................... 24
8.4	Amendment ................................................................................................................................ 24
8.5	Dissenting Shareholders ............................................................................................................. 24
8.6	Waiver ........................................................................................................................................ 25
ARTICLE 9 GENERAL .................................................................................................................................... 25
9.1	Notices ........................................................................................................................................ 25
9.2	Assignment ................................................................................................................................. 26
9.3	Complete Agreement .................................................................................................................. 26
9.4	Further Assurances ..................................................................................................................... 26
9.5	Severability ................................................................................................................................. 26
9.6	Counterpart Execution ................................................................................................................ 26
9.7	Investigation by Parties .............................................................................................................. 26
9.8	Public Announcement; Disclosure and Confidentiality ............................................................. 27
SCHEDULE “A” AMALGAMATION AGREEMENT

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of November 12, 2020,

BETWEEN:

HINTERLAND METALS INC. ,

a corporation incorporated under the federal laws of Canada (“ Acquiror ”)

and -

NOVAMIND VENTURES INC. ,

a corporation incorporated under the laws of the Province of Ontario (“ Novamind ”)

(each a “ Party ” and collectively, the “ Parties ”)

WHEREAS pursuant to a letter of intent between the Parties dated July 3, 2020, Acquiror and Novamind propose to combine the business and assets of Novamind with those of Acquiror and upon completion of such business combination, Acquiror will, through Amalco (as defined below), operate under the name “Novamind Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Acquiror;

AND WHEREAS the Parties intend to carry out the proposed business combination by way of a statutory amalgamation under the provisions of the OBCA (as defined below) and related transaction steps;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

“ Acquiror ” means Hinterland Metals Inc.;

“ Acquiror Debentures ” means Acquiror’s 15.0% convertible debentures with aggregate principal amount of $497,353.00, a term of one year following the various dates of issuance and convertible at a conversion price of $0.01 per Acquiror Share after July 13, 2020 while any portion of the principal amount of such convertible debenture remained outstanding subject to adjustment and mandatory conversions as provided in the corresponding convertible debenture certificates;

“ Acquiror Debenture Warrants ” means 11,147,060 Acquiror’s common share purchase warrants issued in connection with the Acquiror Debentures offered in private placement financings, exercisable into Acquiror Shares at an exercise price of $0.01 per Acquiror Share after July 13, 2020 for a period of three (3) years following the various dates of issuance subject to adjustment and mandatory cashless exercise as provided in the corresponding certificates governing such warrants;

“ Acquiror Director Appointments ” means, subject to the completion of the Amalgamation, the reconstitution of the board of directors of Acquiror to consist of five (5) directors, as more particularly set out in section 2.3;

“ Acquiror Financial Statements ” has the meaning ascribed thereto in section 3.2(n) hereof;

“ Acquiror Meeting Matters ” means the Acquiror Share Consolidation, the Acquiror Director Appointments and the Acquiror Name Change;

“ Acquiror Name Change ” means, subject to the completion of the Amalgamation, a change in the name of Acquiror to “Novamind Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Acquiror;

“ Acquiror Post-Consolidation Shares ” means the Acquiror Shares following the completion of the Acquiror Share Consolidation;

“ Acquiror Shareholder ” means a registered holder of Acquiror Shares or Acquiror Post-Consolidation Shares, as the case may be, from time to time;

“ Acquiror Shares ” means the common shares without nominal or par value of Acquiror;

“ Acquiror Share Consolidation ” means the consolidation of the Acquiror Shares pursuant to which the Acquiror Shares issued and outstanding at the Amalgamation will be exchanged for a number of Acquiror PostConsolidation Shares equal to $1,372,017 divided by the price per Novamind Subscription Receipt in the Concurrent Private Placement;

“ Acquiror Warrants ” means the common share purchase warrants of Acquiror;

“ Affiliate ” has the meaning ascribed thereto in the OBCA;

“ Agreement ”, “ this Agreement ”, “ herein ”, “ hereto ”, and “ hereof ” and similar expressions refer to this business combination agreement, including the schedules attached hereto, as the same may be amended or supplemented from time to time;

“ Amalco ” means the amalgamated corporation resulting and continuing from the Amalgamation;

“ Amalco Shares ” means the common shares in the share capital of Amalco;

“ Amalgamation ” means the amalgamation of Novamind and Subco by way of a “three-cornered amalgamation” with Acquiror under the provisions of Section 174 of the OBCA and pursuant to the terms of the Documents;

“ Amalgamation Agreement ” means the agreement among Novamind, Acquiror and Subco in respect of the Amalgamation, to be substantially in the form attached as Schedule “A” to this Agreement;

“ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

“ Business Combination ” means the series of transactions, as detailed in this Agreement, through which the businesses of Novamind and Acquiror will be combined, including the Acquiror Share Consolidation, the Amalgamation, the Acquiror Director Appointments and the Acquiror Name Change;

“ Business Day ” means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario;

“ Cedar Agreement ” means a Stock Purchase Agreement dated July 22, 2020 among Novamind, Psychosomatics, LLC and Probatio, LLC;

“ Certificate of Amalgamation ” means the certificate in respect of the Amalgamation issued by the Director;

“ Completion Deadline ” means December 31, 2020 or such later date as may be mutually agreed between the Parties in writing;

“ Concurrent Private Placement ” means a private placement of Novamind Subscription Receipts to be completed prior to the Effective Date at a price of $1.00 per Novamind Subscription Receipt, pursuant to which Novamind has raised gross proceeds of $290,000 as of the date of this Agreement;

“ CSE ” means Canadian Securities Exchange;

“ CSE Escrow Agreement ” means the escrow agreement to be entered into among Acquiror’s registrar and transfer agent, Acquiror and certain securityholders of Acquiror in compliance with the requirements of the CSE, with the securities subject to such agreement to be released as determined by the CSE;

“ Debt Instrument ” has the meaning ascribed thereto in section 3.1(z) hereof;

“ Director ” means the Director appointed under Section 278 of the OBCA;

“ Dissenting Novamind Shares ” means the Novamind Shares held by Dissenting Shareholders;

“ Dissenting Shareholder ” means a registered holder of Novamind Shares who, in connection with the special resolution of the Novamind Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to Section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of their Novamind Shares and who has not withdrawn the notice of the exercise of such right as permitted by Section 185 of the OBCA;

“ Documents ” means, collectively, this Agreement and the Amalgamation Agreement;

“ DRS Statement ” means a statement evidencing a shareholding position under the Direct Registration System.

“ Effective Date ” means the date shown on the Certificate of Amalgamation giving effect to the Amalgamation, which date shall be in accordance with section 2.1(d) hereof;

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as may be agreed by Novamind and Acquiror;

“ Emotion Science ” means Emotion Science, LLC, a Utah limited liability company;

“ Existing Acquiror Warrants ” means the (i) 775,000 Acquiror Warrants exercisable at $1.00 per Acquiror Share until August 17, 2021, and (ii) 92,000 Acquiror Warrants exercisable at $1.00 per Acquiror Share until September 7, 2021;

“ Exchange Ratio ” has the meaning ascribed thereto in section 2.1(e)(ii) hereof;

“ fair value ” where used in relation to a Novamind Share held by a Dissenting Shareholder, means fair value as determined by a court under Section 185 of the OBCA or as agreed between Novamind and the Dissenting Shareholder;

“ Governing Documents ” means, in respect of each Party, as applicable, its certificate, its articles of incorporation, as amended, and its by-laws, as amended;

“ Government Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the CSE;

“ IFRS ” means International Financial Reporting Standards applicable as at the relevant date;

“ in writing ” means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or licence of any Government Authority, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“ Listing Statement ” means a listing statement of Acquiror to be prepared jointly by Acquiror and Novamind in respect of the proposed listing of the Acquiror Shares in accordance with Policy 2 of the CSE;

“ Material Adverse Change ” means any change in the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, which is materially adverse to the business of such Party and its Subsidiaries, considered as a whole, other than a change: (a) which arises out of or in connection with a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the psychedelics industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

“ Material Adverse Effect ” means any event, change or effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, provided, however, that a Material Adverse Effect shall not include an adverse effect resulting from a change: (a) which arises out of or in connection with a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the psychedelics industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

“ material fact ” has the meaning ascribed thereto in the Securities Act (Ontario) as the same has been and may hereafter from time to time be modified;

“ Novamind ” means Novamind Ventures Inc.;

“ Novamind Broker Warrants ” means (i) the 3,080,000 broker warrants exercisable for the purchase of 3,080,000 Novamind Shares at a price of $0.10 per share, and (ii) a number of additional broker warrants which may be issued by Novamind in connection with the Concurrent Private Placement up to 10% of the total number of Novamind Shares issued in the Concurrent Private Placement;

“ Novamind Compensation Securities ” means stock options and restricted stock units to acquire Novamind Shares which may be issued by Novamind prior to the Effective Date, which will in aggregate not exceed 15% of the issued and outstanding Novamind Shares;

“ Novamind Financial Statements ” has the meaning ascribed thereto in section 3.1(k) hereof;

“ Novamind Meeting ” means a special meeting of the Novamind Shareholders to be held in order to seek shareholder approval for the Amalgamation;

“ Novamind Shares ” means the common shares without nominal or par value in the capital of Novamind;

“ Novamind Shareholder ” means a registered holder of Novamind Shares, from time to time, and “ Novamind Shareholders ” means all such holders;

“ Novamind Subscription Receipts ” means the subscription receipts of Novamind issued and to be issued in connection with the Concurrent Private Placement, each of which will be automatically exercised to acquire four (4) Novamind Shares prior to the completion of the Amalgamation subject to the satisfaction of certain escrow release conditions;

“ OBCA ” means the Business Corporations Act (Ontario) as the same has been and may hereafter from time to time be amended;

“ Party ” means each of Acquiror and Novamind individually, and collectively, the “ Parties ”;

“ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

“ Personnel Obligations ” means any obligations or liabilities of a Party or any of its Subsidiaries to pay any amount to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements and directors' fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities in respect of insurance or indemnification contemplated by this Agreement or arising in the ordinary and usual course of business and, without limiting the generality of the foregoing, Personnel Obligations shall include the obligations of such Party or any of its Subsidiaries to directors, officers, employees and consultants: (a) for payments on or in connection with any change in control of such Party pursuant to any change in control agreements, policies or arrangements, including the payments specified herein; and (b) for any special incentive bonus payments and commitments;

“ Regulatory Approval ” means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected and “ Regulatory Approvals ” means all such approvals, consents, waivers, permits, orders or exemptions;

“ Reporting Jurisdictions ” has the meaning ascribed thereto in section 3.2(g) hereof;

“ Securities Authorities ” means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions, and the CSE;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval available at www.sedar.com;

“ Subco ” means 2784326 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario as a wholly-owned Subsidiary of Acquiror for the sole purpose of effecting the Amalgamation;

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“ Subco Shares ” means the common shares in the capital of Subco;
“ Subsidiary ” has the meaning ascribed thereto in the OBCA; and
“ Taxes ” has the meaning ascribed thereto in section 3.1(r) hereof.

1.2 Singular, Plural, etc.

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.3 Deemed Currency

In the absence of a specific designation of any currency any undescribed dollar amount herein shall be deemed to refer to Canadian dollars.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Governing Law

This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

1.7 Attornment

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

Novamind and Acquiror agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Acquiror Share Consolidation, the Amalgamation, the Acquiror Director Appointments and the Acquiror Name Change. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:

(a) Novamind shall, if required:
(i) duly convene the Novamind Meeting at which the Novamind Shareholders will be asked to approve the Amalgamation (or in the alternative, obtain approval for the Amalgamation by consent resolution of the Novamind Shareholders); and
(ii) use all commercially reasonable efforts to obtain the approval of the Novamind Shareholders for the Amalgamation;
(b) Acquiror shall, prior to the Effective Date, seek approval of the Acquiror Shareholders for the Amalgamation by consent if required pursuant to the policies of the CSE;
(c) Acquiror shall effect the Acquiror Share Consolidation;
(d) Novamind and Subco shall amalgamate by way of statutory amalgamation under Section 174 of the OBCA on the terms and subject to the conditions contained in the Documents and Novamind and Acquiror further agree that the Effective Date shall occur within five (5) Business Days following the satisfaction or waiver of the conditions herein contained in favour of each Party or such other date as may be mutually agreed upon;
(e) the Parties shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, pursuant to which:
(i) Novamind and Subco will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco;
(ii) subject to section 2.1(f), holders of outstanding Novamind Shares shall receive one (1) Acquiror Post-Consolidation Share for each four (4) Novamind Shares (the “ Exchange Ratio ”) held and the Novamind Shares will be cancelled;
(iii) Acquiror Warrants shall be issued to the holders of the Novamind Broker Warrants, in exchange and replacement for, and on an equivalent basis after giving effect to the Exchange Ratio, such Novamind Broker Warrants, which shall thereby be cancelled;
(iv) each outstanding Subco Share will be exchanged for Amalco Shares on the basis of one (1) Amalco Share for each Subco share;
(v) as consideration for the issuance of the Acquiror Post-Consolidation Shares to the holders of Novamind Shares to effect the Amalgamation, Amalco will issue to Acquiror one (1) fully paid Amalco Share for each Acquiror Post-Consolidation Share so issued;
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(vi) all of the property and assets of each of Novamind and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Novamind and Subco; and
(vii) Amalco will be a wholly-owned Subsidiary of Acquiror;
(f) in accordance with section 8.5, Novamind Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.1(e)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a Novamind Shareholder are otherwise reinstated, such Dissenting Shareholder’s Dissenting Novamind Shares shall thereupon be deemed to have been converted as of the Effective Date as prescribed by section 2.1(e)(ii);
(g) immediately following the filing of the Articles of Amalgamation to effect the Amalgamation, Acquiror will: (i) reconstitute its board of directors to give effect to the Acquiror Director Appointments, and (ii) file articles of amendment to give effect to the Acquiror Name Change;
(h) as soon as practicable after the Effective Date, in accordance with normal commercial practice and section 2.2(f), Acquiror shall issue or cause to be issued certificates or DRS Statements representing the appropriate number of the Acquiror Post-Consolidation Shares to the former Novamind Shareholders. No fractional Acquiror Post-Consolidation Shares will be delivered to any Novamind Shareholder otherwise entitled thereto and instead the number of Acquiror PostConsolidation Shares to be issued to each former Novamind Shareholder will be rounded down to the nearest whole number;
(i) the Parties acknowledge that the CSE may require some of the Acquiror Post-Consolidation Shares issued pursuant to the Business Combination to be held in escrow and Novamind and Acquiror, as applicable, agree to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the CSE including the execution and delivery of the CSE Escrow Agreement; and
(j) the Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments, that is necessary or useful to give effect to the Business Combination.

2.2 Implementation Covenants

(a) Listing Statement. Novamind and Acquiror shall use commercially reasonable efforts to jointly prepare the Listing Statement together with any other documents required by applicable Laws in connection with the proposed listing of the Acquiror Shares and shall jointly file the final Listing Statement required by applicable Laws as soon as reasonably practicable.
(b) Preparation of Novamind Meeting Documentation. Novamind shall duly prepare documentation required in connection with the Novamind Meeting, and deliver such documentation to Novamind Shareholders in accordance with the provisions of applicable Laws.
(c) Listing. Acquiror shall use all commercially reasonable efforts to have all of the Acquiror Shares, including those issuable in connection with the Business Combination, accepted for listing by the CSE.
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(d) Preparation of Filings. Novamind and Acquiror shall cooperate in the preparation of any documents and taking of all actions reasonably deemed by Novamind or Acquiror to be necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:
(i) each of Novamind and Acquiror shall furnish to the other all such information concerning it and its shareholders as may be required to effect the actions described in this Article 2, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used;
(ii) Novamind and Acquiror shall each promptly notify the other if at any time before the Effective Date it becomes aware that the Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Listing Statement. In any such event, Novamind and Acquiror shall cooperate in the preparation of a supplement or amendment to the Listing Statement, as required and as the case may be, and, if required, shall cause the same to be filed with the applicable Securities Authorities; and
(iii) each of Novamind and Acquiror shall ensure that the Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, that the Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.
(e) Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement shall be substantially in the form attached as Schedule “A” to this Agreement. Subco shall, subject to the terms and conditions of this Agreement and subject to and following the satisfaction or waiver of the conditions herein contained in favour of each Party, deliver to Novamind the duly executed Articles of Amalgamation and related documents which will be filed by Novamind with the Director.
(f) Acquiror Post-Consolidation Shares and Procedures . On the Effective Date: (i) the Novamind Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting Novamind Shares) shall be deemed to be the registered holders of the Acquiror Post-Consolidation Shares to which they are entitled hereunder; (ii) Acquiror shall issue and deliver to the registered address of each Novamind Shareholder (or such other delivery address as a Novamind Shareholder may request) the certificates or DRS Statements representing the Acquiror Post-Consolidation Shares to which each Novamind Shareholder is entitled; (iii) certificates formerly representing Novamind Shares which are held by such Novamind Shareholders shall cease to represent any claim upon or interest in Novamind other than the right of the registered holder to receive the number of Acquiror Post-Consolidation Shares to which it is entitled hereunder, all in accordance with the provisions of the Amalgamation Agreement; and (iv) Acquiror, as the registered holder of the Subco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and Acquiror shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled
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hereunder and until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by Acquiror will be evidence of Acquiror’s right to be registered as a shareholder of Amalco. Share certificates evidencing Subco Shares shall cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

2.3 Board of Directors and Senior Officers

Each of the Parties hereby agrees that upon completion of the Business Combination and giving effect to the Acquiror Director Appointments, and subject to approval by the CSE, the board of directors and senior officers of Acquiror shall consist of such directors and senior officers as determined by Novamind, which are expected to consist of the following:

ollowing:
Name	Title
Yaron Conforti	Chief Executive Officer and Director
Dr. Reid Robison	Chief Medical Officer and Director
Jing Peng	Chief Financial Officer
Seneca Anderson	Senior Vice-President, Operations
Prakash Gowd	Senior Vice-President, Corporate Development
Nolan Ladouceur	Vice President, Business Development
Jesse Kaplan	Director
Yisroel (Sruli)Weinreb	Director
Chuck Rifici	Director

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Novamind

Novamind hereby represents and warrants to Acquiror, and acknowledges that Acquiror is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Novamind has been duly incorporated and is validly existing under the laws of the Province of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(b) Novamind has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
(c) the authorized capital of Novamind consists of an unlimited number of Novamind Shares, of which, at the date hereof, there are 114,515,000 Novamind Shares issued and outstanding;
(d) Novamind is not a party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Novamind Shares or securities convertible into or exchangeable for Novamind Shares, other than the Novamind Broker Warrants and 10,250,000 Novamind Shares issuable pursuant to the Cedar Agreement;
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(e) Novamind is not a reporting issuer nor an associate of any reporting issuer (as defined in the Securities Act (Ontario) or the Securities Act of any other province or territory of Canada) and the Novamind Shares do not trade on any exchange;
(f) Novamind has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by Novamind, and to own its assets, and is in compliance in all material respects with such certificates, authorities, permits or licences. Novamind has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence, which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Novamind;
(g) Novamind is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the Novamind Financial Statements;
(h) each of the Documents has been or at the Effective Time will be, duly authorized, executed and delivered by Novamind and constitutes a valid and binding obligation of Novamind enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of Novamind, other than the submission of the Amalgamation to the Novamind Shareholders, is necessary to authorize this Agreement and the transactions contemplated hereby;
(i) the entering into and the performance by Novamind of the Business Combination contemplated in the Documents: (a) do not require any consent, approval, authorization or order of any court or governmental agency, body or Governmental Authority, except that which may be required under applicable corporate and securities legislation and the policies of the CSE; (b) will not contravene any statute or regulation of any Governmental Authority which is binding on Novamind where such contravention would have a Material Adverse Effect; and (c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of Novamind or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Novamind is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;
(j) except as disclosed to Acquiror in writing, there are no legal, regulatory, governmental or similar proceedings pending or, to the knowledge of Novamind, contemplated or threatened, to which Novamind is a party or to which the property of Novamind is subject;
(k) the audited financial statements of Novamind for the period from incorporation to June 30, 2020 (the “ Novamind Financial Statements ”) have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Novamind as at such date, and do not omit to state any material fact that is required by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
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(l) except as disclosed in the Novamind Financial Statements, there are no plans for retirement, bonus, stock purchase, profit sharing, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation incentive or otherwise contributed to or required to be contributed to, by Novamind for the benefit of any current or former director, officer, employee or consultant of Novamind;
(m) Novamind maintains insurance against loss or damage in respect of its assets, business and operations, with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses;
(n) except as disclosed to Acquiror in writing, Novamind is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of Novamind;
(o) other than as disclosed in the Novamind Financial Statements, Novamind is not a party to or bound or affected by any commitments, agreement or document containing any covenant which expressly limits the freedom of Novamind to compete in any line of business or with any person, or to transfer or move any of its assets or operations;
(p) Novamind owns and possesses adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the best of Novamind’s knowledge, after due inquiry, Novamind is not infringing upon the rights of any other person with respect to any such trademarks, patents, copyrights or trade secrets and no person has infringed any such trademark, patents, copyrights or trade secrets;
(q) there are no material liabilities of Novamind, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Novamind Financial Statements except for those incurred in the ordinary course of business as of the date hereof;
(r) all taxes (including income taxes, capital tax, payroll taxes, employer health taxes, workers' compensation payments, property taxes, sales, use, goods and services taxes, value-added taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by Novamind have been paid or provision made therefor in the Novamind Financial Statements except where the failure to pay such Taxes would not result in a Material Adverse Effect for Novamind. All tax returns, declarations, remittances and filings required to be filed by Novamind have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Novamind, no examination of any tax return of Novamind is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by Novamind. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Novamind;
(s) there is no person, firm or company acting or purporting to act at the request of Novamind who is or will be entitled to any brokerage or finder's fee in connection with the transactions contemplated herein;
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(t) Novamind has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, and Novamind has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licences, leases or other instruments conferring rights to Novamind for the conduct of its business;
(u) to the knowledge of Novamind, any and all material agreements pursuant to which Novamind holds any of its material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, Novamind is not in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, Novamind is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and concessions pursuant to which Novamind derives its interests in such material assets are in good standing and there has been no material default under any such leases, licences and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;
(v) except as disclosed in the Novamind Financial Statements, Novamind does not have any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm's length” (as such term is defined in the Income Tax Act (Canada)) and has not engaged in any transaction with any person not dealing at arm’s length;
(w) to the knowledge of Novamind, there are no outstanding labour disputes (whether filed or lodged with Novamind or any other person or organization), pending labour disruptions or pending unionization with respect to Novamind;
(x) Novamind is not bound by or a party to any collective bargaining agreement;
(y) there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Novamind is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of Novamind or the payment of dividends by Novamind to the holders of its securities;
(z) except as disclosed in the Novamind Financial Statements, Novamind is not party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money (“ Debt Instrument ”) or any agreement contract or commitment to create, assume or issue any Debt Instrument;
(aa) Novamind is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Novamind to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of Novamind or which would prohibit or restrict Novamind from entering into and completing the Business Combination;
(bb) Novamind is not a party to any agreement, and Novamind is not aware of any agreement, which in any manner affects the voting control of any of the Novamind Shares or other securities of Novamind;
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(cc) Novamind is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Novamind or the legal environments under which Novamind operates;
(dd) no representation, warranty or statement of Novamind in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;
(ee) the corporate records and minute books of Novamind contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since their respective dates of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed; and
(ff) except as disclosed to Acquiror in writing and as will be disclosed in the Listing Statement, Novamind has not entered into any material contracts as of the date hereof.

3.2 Representations and Warranties of Acquiror

Acquiror hereby represents and warrants to Novamind, and acknowledges that Novamind is relying upon these representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Acquiror has been duly incorporated and is validly existing under the federal laws of Canada and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(b) Acquiror has full corporate power, capacity and authority to undertake all steps of the Business Combination contemplated in the Documents and to carry out its obligations under this Agreement;
(c) the authorized capital of Acquiror consists of an unlimited number of Acquiror Shares, of which 11,421,202 Acquiror Shares are currently issued and outstanding;
(d) except for the Existing Acquiror Warrants, the Acquiror Debentures, and the Acquiror Debenture Warrants, the Acquiror has no other securities convertible or exercisable into Acquiror Shares outstanding nor is it a party to or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Acquiror Shares or securities convertible into or exchangeable for Acquiror Shares;
(e) on the Effective Date, the Acquiror Post-Consolidation Shares issued to the Novamind Shareholders pursuant to the Amalgamation will be duly and validly issued and outstanding as fully paid and non-assessable and the Acquiror Post-Consolidation Shares issuable on exercise of the Novamind Broker Warrants and the Cedar Agreement will be reserved for issuance;
(f) other than as publicly filed by the Acquiror on SEDAR, since March 31, 2020: (i) there has not been any material change in the business, assets, liabilities, obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise), prospects or results of operations of Acquiror; (ii) there has not been any material change in the equity capital or long-term debt of Acquiror; and (iii) Acquiror has carried on business in the ordinary course;
(g) Acquiror is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta and Quebec (collectively, the “ Reporting Jurisdictions ”) and is not currently in default of any requirement of the applicable laws of each of the Reporting Jurisdictions and other
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regulatory instruments of the Securities Authorities in such provinces, and no order ceasing, halting or suspending trading in securities of Acquiror or prohibiting the distribution of such securities has been issued to and is outstanding against Acquiror and no investigations or proceedings for such purposes are, to the knowledge of Acquiror, pending or threatened;

(h) Acquiror is in compliance in all material respects with all its disclosure obligations under applicable Laws and all documents filed by Acquiror pursuant to such obligations are in compliance in all material respects with applicable Laws and, other than in respect of documents that have been amended or refiled did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(i) Acquiror has no associates (as defined in the Securities Act (Ontario)) and is not a partner, cotenant, joint venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other similarly joint owned business;
(j) Acquiror has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licences. Acquiror has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Acquiror;
(k) each of the Documents has been, or at the Effective Time will be, duly authorized and, with respect to this Agreement, executed and delivered by Acquiror and constitutes a valid and binding obligation of Acquiror enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of Acquiror is necessary to authorize this Agreement and the transactions contemplated hereby;
(l) the entering into and the performance by Acquiror and Subco of the transactions contemplated in the Documents:
(i) do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable corporate and securities legislation and the policies of the CSE;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on Acquiror or Subco where such contravention would have a Material Adverse Effect; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of Acquiror or Subco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Acquiror or Subco is or will be a party, or any judgment,
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decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;

(m) there are no legal or governmental proceedings pending or, to the knowledge of Acquiror, contemplated or threatened, to which Acquiror is a party or to which the property of Acquiror is subject;
(n) the audited annual financial statements of Acquiror as at and for the year ended December 31, 2019, and the unaudited financial statements of the Acquiror as at and for the six months ended June 30, 2020, and the notes thereto (collectively, the “ Acquiror Financial Statements ”), in each case, have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Acquiror as at such date, and do not omit to state any material fact that is required by IFRS or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
(o) Acquiror has no outstanding material liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the Acquiror Financial Statements;
(p) except as disclosed to Novamind in writing and as will be disclosed in the Listing Statement, Acquiror has not entered into any material contract as of the date hereof;
(q) except as disclosed to Novamind in writing or in the Acquiror Financial Statements, Acquiror has not engaged in any transaction with any non-arm's length person;
(r) all Taxes due and payable by Acquiror have been paid or provision made therefor in the financial statements of Acquiror except for where the failure to pay such Taxes would not result in a Material Adverse Effect for Acquiror. All tax returns, declarations, remittances and filings required to be filed by Acquiror have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Acquiror, no examination of any tax return of Acquiror is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by Acquiror. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Acquiror;
(s) there is no person, firm or company acting or purporting to act at the request of Acquiror who is entitled to any brokerage or finder's fee in connection with the transactions contemplated in the Documents;
(t) Acquiror has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation and Acquiror has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any concessions, licences, leases or other instruments conferring rights to Acquiror;
(u) other than any non-compliance which would not result in a Material Adverse Effect in respect of Acquiror, to the knowledge of Acquiror, after due inquiry all activities of Acquiror have been, up to and including the date hereof, conducted in compliance, in all material respects, with any and all applicable Laws;
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(v) Acquiror is not bound by or a party to any employment contracts. No current or former director, officer, shareholder, employee or independent contractor of Acquiror or any person not dealing at arm's length within the meaning of the Income Tax Act (Canada) with any such person is indebted to Acquiror;
(w) other than as publicly filed by the Acquiror on SEDAR, since the date of its incorporation, Acquiror has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on Acquiror Shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any Acquiror Shares or securities or agreed to do any of the foregoing;
(x) there is not, in the constating documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Acquiror is a party any restriction upon or impediment to, the declaration or payment of dividends by the directors of Acquiror or the payment of dividends by Acquiror to the holders of its securities;
(y) except as disclosed in the Acquiror Financial Statements, Acquiror is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;
(z) Acquiror is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Acquiror to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of Acquiror or which would prohibit or restrict Acquiror from entering into and completing the Business Combination;
(aa) Acquiror is not a party to any agreement nor is Acquiror aware of any agreement, which in any manner affects the voting control of any of the securities of Acquiror;
(bb) Acquiror is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Acquiror;
(cc) the corporate records and minute books of Acquiror contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed;
(dd) the Acquiror Meeting Matters were approved at a duly convened meeting of the Acquiror Shareholders held on August 21, 2020;
(ee) no representation, warranty or statement of Acquiror or Subco in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading; and
(ff) Acquiror does not maintain any insurance.

3.3 Survival

For greater certainty, the representations and warranties of each of Novamind and Acquiror contained herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

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ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

Except as required by Law or is otherwise expressly permitted or specifically contemplated by this Agreement, each of the Parties covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless each of the other Parties shall otherwise agree in writing:

(a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and it shall and shall cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it shall not, and shall cause its Subsidiaries to not, without the prior written consent of the other Parties, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or special bonuses, without the prior written consent of the other Parties; and
(b) it shall not directly or indirectly do or permit to occur any of the following:
(i) amend its Governing Documents;
(ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;
(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than in connection with (A) Concurrent Private Placement, or (B) the exercise or conversion, as applicable, of the Existing Acquiror Warrants, the Acquiror Debentures, and the Acquiror Debenture Warrants, or the Novamind Broker Warrants, or (C) in connection with Cedar Agreement or any other agreement to be entered into by Novamind prior to the Effective Date as contemplated by this Agreement, or (D) the Novamind Compensation Securities;
(iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
(v) split, combine or reclassify any of its shares, other than in connection with the Acquiror Share Consolidation; or
(vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries.

4.2 Novamind Acquisitions

Acquiror acknowledges that Novamind is contemplating entering into an agreement to acquire Emotion Science, LLC, pursuant to which, among other things, Novamind may issue up to 7,236,842 Novamind Shares, and the Acquiror expressly consents to such acquisition. In addition, Novamind may pursue additional acquisitions

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prior to the Effective Date, which will be subject to the consent of the Acquiror, such consent not to be unreasonably withheld. The Acquiror agrees that the transactions relating to the acquisition of Emotion Science, LLC, and any additional acquisitions which the Acquiror has consented to pursuant to this Section 4.2, will not constitute a breach of Section 4.1.

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by Acquiror

Acquiror, as sole shareholder of Subco, shall waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and shall sign a resolution in writing of the sole shareholder of Subco approving the Amalgamation.

5.2 Representations and Warranties

(a) Novamind covenants and agrees that from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.1 being untrue in any material respect.
(b) Acquiror covenants and agrees that, from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.2 being untrue in any material respect.

5.3 Notice of Material Change

(a) From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Party in writing of:
(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;
(ii) any change in the facts relating to any representation or warranty set out in sections 3.1 or 3.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(b) Each of the Parties shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or, to its knowledge of its or any of its Subsidiaries, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other pursuant to this section.

5.4 Non-Solicitation

None of the Parties shall solicit any offers to purchase its shares or assets and neither of Acquiror nor Novamind will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period

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commencing on the date hereof and ending on the termination of this Agreement (excluding, for greater certainty, any solicitations by Novamind in connection with the Concurrent Private Placement). The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other.

5.5 Other Covenants

Each of the Parties covenants and agrees that it shall:

(a) use all commercially reasonable efforts to consummate the Business Combination and all matters described in the Listing Statement, subject only to the terms and conditions hereof and thereof;
(b) use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals;
(c) not, other than in connection with the Acquiror Share Consolidation, or as otherwise contemplated herein, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities; and
(d) not, other than in connection with the Business Combination, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or materially delay the Business Combination contemplated hereby.

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under any securities Laws, the policies of the CSE or any other applicable Laws relating to the Business Combination contemplated hereby.

6.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Business Combination contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other Parties to material agreements, leases and other contracts or agreements;
(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;
(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Business Combination contemplated hereby;
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(d) to effect all necessary registrations and other filings and submissions of information requested by the CSE;
(e) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities; and
(f) to fulfill all conditions and satisfy all provisions of this Agreement.

For purposes of the foregoing, the obligation to use “commercially reasonable efforts” to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to such other Parties.

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

The respective obligations of the Parties hereto to complete the Business Combination contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties:

(a) Acquiror, upon completion of the Business Combination, will meet the minimum original listing requirements of the CSE and the CSE shall have conditionally approved the listing of the Acquiror Shares on the CSE, subject to completion of the Business Combination and completion of the customary listing requirements of the CSE;
(b) there shall not be in force any order or decree restraining or enjoining the consummation of the Business Combination;
(c) this Agreement shall not have been terminated pursuant to Article 8;
(d) all Regulatory Approvals and corporate approvals shall have been obtained;
(e) each Party shall not have entered into any transaction or contract which would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party;
(f) the requisite approval of the Novamind Shareholders of the Amalgamation shall have been obtained;
(g) the requisite approval of the Acquiror Shareholders for the Amalgamation shall have been obtained, if required by the CSE; and
(h) on or prior to the Effective Date, and effective prior to the Amalgamation, all the conditions for the release of the gross proceeds from the Concurrent Private Placement from escrow shall have been satisfied or waived.

If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any

21 -

one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.2 Additional Conditions Precedent to the Obligations of Novamind

The obligations of Novamind to complete the Business Combination contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Novamind and may be waived by Novamind and any one or more of which, if not satisfied or waived, will relieve Novamind of any obligation under this Agreement):

(a) on or prior to the Effective Date, and effective upon completion of the Amalgamation, each of the directors and officers of Acquiror shall have tendered their resignations and provided mutual releases in a form acceptable to Novamind and the board of directors of Acquiror, subject to the approval of the CSE, shall have been reconstituted, and the officers shall have been appointed, as set forth in section 2.3;
(b) no Material Adverse Change with respect to Acquiror shall have occurred between the date hereof and the Effective Date;
(c) Acquiror shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of Acquiror contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or nonperformance, the breaching Party shall have had three days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of Acquiror or another officer satisfactory to Novamind shall so certify immediately prior to the Effective Date;
(d) the Acquiror board of directors, and the Subco board of directors as necessary, shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by Acquiror to permit the consummation of the Business Combination and the transactions contemplated therewith;
(e) as of the Effective Date, the Acquiror will be debt-free (other than debt incurred in the ordinary course of business) and working capital neutral or positive, calculated in accordance with IFRS, consistently applied, excluding any payables that are statute barred;
(f) on or prior to the Effective Date, and effective prior to the Amalgamation, the Acquiror shall have completed the Acquiror Share Consolidation;
(g) on or prior to the Effective Date, and effective after the Acquiror Share Consolidation and concurrent with the Amalgamation, the Acquiror Debentures will have converted into Acquiror Shares in accordance with their terms;
(h) on or prior to the Effective Date, and effective after the Acquiror Share Consolidation and concurrent with the Amalgamation, the Acquiror Debenture Warrants will have been exercised into Acquiror Shares in accordance with their terms; and
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(i) Novamind shall have received from counsel to Acquiror favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as Novamind and its counsel may reasonably request.

If any of the above conditions shall not have been complied with or waived by Novamind on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.2(c), Novamind may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Novamind. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Novamind of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Novamind shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.3 Additional Conditions Precedent to the Obligations of Acquiror

The obligations of Acquiror to complete the Business Combination contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror and any one or more of which, if not satisfied or waived, will relieve Acquiror of any obligation under this Agreement):

(a) no Material Adverse Change with respect to Novamind shall have occurred between the date hereof and the Effective Date;
(b) Novamind shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of Novamind contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or nonperformance, the breaching Party shall have had three days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of Novamind or another officer satisfactory to Acquiror shall so certify immediately prior to the Effective Date;
(c) the board of Novamind shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by Novamind to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith;
(d) the number of Novamind Shares in respect of which shareholders of Novamind have dissented in connection with the resolutions authorizing the Amalgamation shall not exceed 10% of the number of issued and outstanding Novamind Shares; and
(e) Acquiror shall have received from counsel to Novamind favourable legal opinions concerning such matters with respect to the Business Combination as are customary in similar transactions and as Acquiror and its counsel may reasonably request.

If any of the above conditions shall not have been complied with or waived by Acquiror on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.3(b), Acquiror may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Acquiror or Subco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Acquiror or Subco of its obligations under this Agreement and if such condition(s) precedent would

23 -

have been satisfied but for such default, neither Party shall rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

7.4 Merger of Conditions

The conditions set out in sections 7.1, 7.2 and 7.3 shall be conclusively deemed to have been satisfied, waived or released by the Parties on the filing of the Articles of Amalgamation with the Director and such other documents as are required to be filed under the OBCA for acceptance by the Director to give effect to the Amalgamation.

7.5 Closing Matters

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of Novamind’s counsel, McMillan LLP, at 10:00 a.m. (Vancouver time) (or such other time as the Parties may agree upon) on the Effective Date.

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

This Agreement may be terminated by written notice promptly given to the other Party hereto, at any time prior to the Effective Date:

(a) by mutual agreement in writing by the Parties; or
(b) as set forth in sections 7.1, 7.2 and 7.3 of this Agreement.

8.2 Effect of Termination

In the event of the termination of this Agreement as provided in section 8.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of Acquiror or Novamind hereunder except as set forth in section 8.3 hereof and this section 8.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any Party from liability for any breach of this Agreement.

8.3 Fees and Expenses

Each of Novamind and Acquiror shall pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Business Combination, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein.

8.4 Amendment

This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties.

8.5 Dissenting Shareholders

On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and Novamind for the purchase of their Dissenting Novamind Shares or the pronouncement of a court order pursuant

24 -

to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a Novamind Shareholder other than the right to be paid the fair value of its Dissenting Novamind Shares in the amount agreed to or as ordered by the court, as the case may be. In the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder's claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder's right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder's Dissenting Novamind Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Acquiror PostConsolidation Shares on the basis set forth in section 2.1 hereof.

8.6 Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party's agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party's representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. ARTICLE 9 GENERAL

9.1 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):

if to Novamind:

Novamind Ventures Inc. 10 Wanless Ave Suite 201 Toronto, Ontario M4N 1V6

Attention: Yaron Conforti, Chief Executive Officer E-mail: [email protected]

with a copy to:

McMillan LLP 1500 – 1055 West Georgia Street Vancouver, British Columbia V6E 4N7

Attention: Mark Neighbor E-mail: [email protected] if to Acquiror or Subco:

Hinterland Metals Inc. 1 AdelaideStreet East Suite 801 Toronto, Ontario M5C 2V9

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Attention: Binyomin Posen E-mail: [email protected]

with a copy to:

Garfinkle Biderman LLP Suite 801, 1 Adelaide Street East Toronto, Ontario M5C 2V9

Attention: Shimmy Posen Email: [email protected]

9.2 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties hereto without the prior written consent of the other Party.

9.3 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof, including but not limited to, the letter of intent dated July 3, 2020 between Novamind and Acquiror. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.

9.4 Further Assurances

Each Party hereto shall, from time to time, and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

9.5 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.6 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

9.7 Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

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9.8 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.
(b) All information provided to or received by the parties hereunder shall be treated as confidential (“ Confidential Information ”). Subject to the provisions of this Section, no Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an affiliate (within the meaning of the OBCA) of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any Governmental authority or judicial authority.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

HINTERLAND METALS INC.

Per: “Binyomin Posen” Name: Binyomin Posen Title: CEO

NOVAMIND VENTURES INC.

Per: “Yaron Conforti” Name: Yaron Conforti Title: CEO

SCHEDULE “A” AMALGAMATION AGREEMENT

LEGAL_34401850.8

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of the __ day of ___, 2020,

AMONG:

HINTERLAND METALS INC. ,

a corporation incorporated under the federal laws of Canada (“ Acquiror ”);

and -

2784326 ONTARIO INC .,

a corporation incorporated under the laws of the Province of Ontario

(“ Subco ”);

and -

NOVAMIND VENTURES INC. ,

a corporation incorporated under the laws of the Province of Ontario (“ Novamind ”);

WHEREAS Novamind and Acquiror have agreed to combine their businesses and assets pursuant to the Business Combination Agreement;

AND WHEREAS Novamind and Subco are each incorporated under the OBCA;

AND WHEREAS Subco is a wholly-owned subsidiary of Acquiror;

AND WHEREAS the authorized capital of Novamind consists of an unlimited number of Novamind Shares (as defined herein), of which, at the date hereof, there are [●] Novamind Shares issued and outstanding;

AND WHEREAS the authorized capital of Subco consists of an unlimited number of Subco Shares (as defined herein), of which 100 Subco Shares are issued and outstanding at the date hereof as fully paid and non-assessable shares, all of which are owned beneficially and of record by Acquiror;

AND WHEREAS pursuant to the Amalgamation, and subject to the terms of the Business Combination Agreement, Novamind and Subco shall amalgamate and continue as Amalco, which shall become a wholly-owned subsidiary of Acquiror, and Acquiror shall issue to each Novamind Shareholder (as defined herein) one (1) Acquiror Post-Consolidation Share (as defined herein) for each four (4) Novamind Shares held;

AND WHEREAS Novamind, Acquiror and Subco have each made full disclosure to the other of all their respective assets and liabilities;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

1. Interpretation

In this Agreement, including the recitals hereto, the following words and expressions shall have the respective meanings ascribed to them below:

“ Acquiror Post-Consolidation Share ” has the meaning ascribed to that term in the Business Combination Agreement;

“ Acquiror Shares ” means the common shares without nominal or par value of Acquiror;

“ Acquiror Warrants ” means the common share purchase warrants of Acquiror;

“ Agreement ” means this agreement, its recitals and exhibits, as the same may be amended, modified or supplemented from time to time;

“ Amalco ” means the corporation resulting from the Amalgamation and continuing the corporate existence of the Amalgamating Corporations;

“ Amalco Shareholder ” means a registered holder of Amalco Shares, from time to time, and “ Amalco Shareholders ” means all of such holders;

“ Amalco Shares ” means the common shares in the share capital of Amalco;

“ Amalgamating Corporations ” means Novamind and Subco and “ Amalgamating Corporation ” means either of them as applicable;

“ Amalgamation ” means the amalgamation of the Amalgamating Corporations pursuant to the provisions of the OBCA in the manner contemplated in and pursuant to this Agreement;

“ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation to be filed with the Director appointed under the OBCA pursuant to this Agreement, in the form annexed hereto as Exhibit “A”;

“ Business Combination Agreement ” means the business combination agreement dated November 12, 2020 between Novamind and Acquiror;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

“ Concurrent Private Placement ” has the meaning ascribed to that term in the Business Combination Agreement;

“ Director ” means the Director appointed under Section 278 of the OBCA;

“ Dissenting Shareholder ” means a registered Novamind Shareholder who, in connection with the special resolution of the Novamind Shareholders which approves and adopts this Agreement, has exercised the right to dissent pursuant to Section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Novamind Shares and who has not withdrawn the notice of the exercise of such right as permitted by Section 185 of the OBCA;

“ Effective Date ” means the date shown on the Certificate of Amalgamation;

“ Exchange Ratio ” has the meaning ascribed to that term in the Business Combination Agreement;

“ Existing Acquiror Warrants ” has the meaning ascribed to that term in the Business Combination Agreement;

“ Novamind Broker Warrants ” has the meaning ascribed to that term in the Business Combination Agreement;

“ Novamind Shareholder ” means a registered holder of Novamind Shares, from time to time, and “ Novamind Shareholders ” means all of such holders;

“ Novamind Shares ” means common shares in the capital of Novamind;

“ OBCA ” means the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended;

“ Parties ” means Novamind, Subco and Acquiror, and “ Party ” means each of them as applicable;

“ Person ” means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning;

“ Subco Shareholder ” means the registered holder of Subco Shares, being Acquiror; and

“ Subco Shares ” means the common shares in the capital of Subco.

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of this Agreement shall prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations shall amalgamate to create and continue as Amalco under the provisions of Section 174 of the OBCA, on the terms and conditions set out in this Agreement.

4. Filing of Articles

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA, and in accordance with the terms and conditions of the Business Combination Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Business Combination Agreement, Novamind shall file the Articles of Amalgamation with the Director as provided under the OBCA.

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in Article 7 of the Business Combination Agreement. The signing and delivery of the Articles of Amalgamation by Novamind and Subco shall be conclusive evidence that such conditions have been satisfied to the satisfaction of Novamind and Acquiror, or waived by the party entitled to make such waiver, and that Novamind and Subco may amalgamate in accordance with the provisions of this Agreement.

6. Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a) each issued and outstanding Novamind Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
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(b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and nonassessable Amalco Share;
(c) holders of outstanding Novamind Shares shall receive one (1) Acquiror Post-Consolidation Share for each four (4) Novamind Shares held and the Novamind Shares will be cancelled;
(d) each issued and outstanding Novamind Warrant shall be exchanged, on an equivalent basis after giving effect to the Exchange Ratio, for Acquiror Warrants;
(e) as consideration for the issuance of Acquiror Shares in exchange for the Novamind Shares, Amalco shall issue to Acquiror one (1) Amalco Share for each Acquiror Share so issued;
(f)
Novamind and Subco shall be amalgamated and continue as Amalco;
(g) all of the property and assets of each of Novamind and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of Novamind and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and Novamind;
(h) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and Novamind and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and Novamind shall thenceforth attach to and be enforced against Amalco; and
(i) no action or proceeding by or against Subco or Novamind shall abate or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or Novamind, as the case may be.

7. Articles of Amalgamation

The Articles of Amalgamation of Amalco shall be in the form annexed hereto as Exhibit “A”.

8. Name

The Name of Amalco shall be “Novamind Ventures Inc.”, or such other name as mutually agreed to by the Parties.

9. Registered Office

Until changed in accordance with the OBCA, the registered office of Amalco shall be in the Province of Ontario.

10. Authorized Capital

The authorized capital of Amalco shall consist of an unlimited number of Amalco Shares, the rights, privileges, restrictions and conditions attaching to which shall be as set out in the Articles of Amalgamation annexed hereto as Exhibit “A”.

11. Share Transfer Restrictions

The Amalco Shares shall be subject to restrictions on transfer as set out in the Articles of Amalgamation annexed hereto as Exhibit “A”.

12. Business

There shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise.

13. Number of Directors

The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, the exact number of which shall be determined by the directors from time to time.

14. First Directors

The first directors of Amalco shall be the persons whose names and residential addresses appear below:

Name Yaron Conforti Yisroel (Sruli)Weinreb	Address 10 Wanless Ave Suite 201, Toronto, ON, Canada, M4N 1V6 10 Wanless Ave Suite 201, Toronto, ON, Canada, M4N 1V6	Resident Canada
		Yes Yes

The above directors shall hold office from the Effective Date until the first annual meeting of Amalco Shareholders or until his successor is elected or appointed.

15. By-laws

The by-laws of Amalco shall be, to the extent not inconsistent with this Agreement, the by-laws of Novamind, until repealed or amended.

16. Fractional Shares

No fractional Acquiror Shares or Amalco Shares will be issued or delivered to any former Novamind Shareholders or the former Subco Shareholder otherwise entitled thereto, if any. Instead, the number of Acquiror Shares or Amalco Shares issued to each former holder of Novamind Shares or Subco Shares will be rounded down to the nearest whole number.

17. Stated Capital

The stated capital account in the records of Amalco for the Amalco Shares shall be equal to the stated capital attributed to the Novamind Shares and the Subco Shares, determined immediately before the Amalgamation.

18. Delivery of Securities Following Amalgamation as soon as Practicable After the Effective Date:

(a) Amalco shall issue certificates representing the appropriate number of Amalco Shares to the former Subco Shareholder. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by the former Subco Shareholder will be evidence of the former Subco Shareholder's right to be registered as a shareholder of Amalco. Share certificates formerly representing Subco Shares which are held by the former Subco Shareholder shall cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms hereof; and
5 -
(b) in accordance with normal commercial practice, Acquiror shall issue and deliver to the registered address of each Novamind Shareholder (or such other delivery address as a Novamind Shareholder may request) the certificates or DRS Statements representing the Acquiror PostConsolidation Shares to which each Novamind Shareholder is entitled.

19. Termination

Subject to the terms of the Business Combination Agreement, this Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation. If this Agreement is terminated pursuant to this section, this Agreement shall forthwith become void and of no further force and effect.

20. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

21. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Amalgamation Agreement.

22. Time of the Essence

Time shall be of the essence of this Agreement.

23. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

24. Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile), and all such signed counterparts, when taken together, shall constitute one and the same agreement, effective on this date.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

HINTERLAND METALS INC.

Per: Name: Binyomin Posen Title: CEO

2784326 ONTARIO INC.

Per:

Name: Binyomin Posen Title: Director

NOVAMIND VENTURES INC.

Per:

Name: Yaron Conforti Title: CEO

EXHIBIT “A” ARTICLES OF AMALGAMATION

(TO BE INSERTED)

Ontario Corporation Number Numéro de la société en Ontario

For Ministry Use Only À l’usage exclusif du ministère

ARTICLES OF AMALGAMATION STATUTS DE FUSION

Form 4 Business Corporations Act

Formule 4 Loi sur les sociétés par actions

The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société issue de la fusion: (Écrire en LETTRES MAJUSCULES SEULEMENT) :

N O V A M I N D V E N T U R E S I N C . 2. The address of the registered office is: Adresse du siège social : 10 Wanless Avenue, Suite 201 Street & Number or R.R. Number & if Multi-Office Building give Room No. / Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau M 4 N 1 V 6 Toronto ONTARIO Name of Municipality or Post Office / Postal Code/Code postal Nom de la municipalité ou du bureau de poste 3. Number of directors is: Fixed number OR minimum and maximum Nombre d’administrateurs : 1 10 Nombre fixe OU minimum et maximum 4. The director(s) is/are: / Administrateur(s) : First name, middle names and surname Address for service, giving Street & No. or R.R. No., Municipality, Resident Canadian Prénom, autres prénoms et nom de famille Province, Country and Postal Code State ‘Yes’ or ‘No’ Domicile élu, y compris la rue et le numéro ou le numéro de la R.R., le Résident canadien nom de la municipalité, la province, le pays et le code postal Oui/Non

The address of the registered office is: Adresse du siège social :

See attached schedule.

Page 1 of/de 6

07121 (201105)

5. Method of amalgamation, check A or B

Méthode choisie pour la fusion – Cocher A ou B :

A - Amalgamation Agreement / Convention de fusion :
The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.

Les actionnaires de chaque société qui fusionnne ont dûment adopté la convention de fusion conformément au paragraphe 176(4) de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

B - Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d’une société mère avec une ou plusieurs de ses fi liales ou fusion de fi liales :

The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below.

Les administrateurs de chaque société qui fusionne ont approuvé la fusion par voie de résolution conformément à l’article 177 de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de

and are more particularly set out in these articles.

et sont énoncés textuellement aux présents statuts.

Date of Adoption/Approval Names of amalgamating corporations Ontario Corporation Number Date d’adoption ou d’approbation Dénomination sociale des sociétés qui fusionnent Numéro de la société en Ontario Year Month Day année mois jour Novamind Ventures Inc. 2697526 2784326 Ontario Inc. 2784326

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Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

The Corporation is not restricted by these articles from carrying on any business or businesses or from exercising any power or powers.

The classes and any maximum number of shares that the corporation is authorized to issue:
Catégories et nombre maximal, s’il y a lieu, d’actions que la société est autorisée à émettre :

The Corporation is authorized to issue an unlimited number of common shares (hereinafter called the "Common Shares").

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Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:
Droits, privilèges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en série :

The rights of the holders of the Common Shares include the rights:

(a) to vote at all meetings of shareholders
(b) to receive dividends as and when declared by the directors; and
(c) to receive the remaining property of the Corporation upon dissolution.

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The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes :

Securities of the Corporation, other than non-convertible debt securities, shall not be transferred without:

(a) the consent of either:

(i) the directors evidenced by a resolution passed or signed by them and recorded in the books of the Corporation; or

(ii) the holders of a majority in number of the outstanding voting shares of the Corporation, or

(b) where the securities are not shares, the restrictions on transfer contained in the applicable security holders' agreement having been complied with.

Other provisions, (if any): Autres dispositions, s’il y a lieu :

None.

The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”. Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent l’annexe A.
A copy of the amalgamation agreement or directors’ resolutions (as the case may be) is/are attached as Schedule “B”. Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l’annexe B.

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These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing offi cer can sign on behalf of the corporation. / Nom et signature originale d’un administrateur ou d’un signataire autorisé de chaque société qui fusionne. Indiquer la dénomination sociale de chaque société, le nom du signataire et sa fonction (p. ex. : président, secrétaire). Seul un administrateur ou un dirigeant habilité peut signer au nom de la société .

Novamind Ventures Inc.

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Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
2784326 Ontario Inc.
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature Print name of signatory / Description of Office / Fonction
Nom du signataire en lettres moulées
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AI assistant

Gatekeeper Systems Inc. — M&A Activity 2020

46676_rns_2020-11-17_267b0b7e-9b3f-4d4f-96aa-931200bc5979.pdf

HINTERLAND METALS INC.

and

NOVAMIND VENTURES INC.

TABLE OF CONTENTS

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

BETWEEN:

HINTERLAND METALS INC. ,

NOVAMIND VENTURES INC. ,

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Singular, Plural, etc.

1.3 Deemed Currency

1.4 Headings, etc.

1.5 Date for any Action

1.6 Governing Law

1.7 Attornment

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

2.2 Implementation Covenants

2.3 Board of Directors and Senior Officers

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Novamind

3.2 Representations and Warranties of Acquiror

3.3 Survival

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

4.2 Novamind Acquisitions

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by Acquiror

5.2 Representations and Warranties

5.3 Notice of Material Change

5.4 Non-Solicitation

5.5 Other Covenants

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

6.2 Additional Agreements

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

7.2 Additional Conditions Precedent to the Obligations of Novamind

7.3 Additional Conditions Precedent to the Obligations of Acquiror

7.4 Merger of Conditions

7.5 Closing Matters

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

8.2 Effect of Termination

8.3 Fees and Expenses

8.4 Amendment

8.5 Dissenting Shareholders

8.6 Waiver

9.1 Notices

if to Novamind:

9.2 Assignment

9.3 Complete Agreement

9.4 Further Assurances

9.5 Severability

9.6 Counterpart Execution

9.7 Investigation by Parties

9.8 Public Announcement; Disclosure and Confidentiality

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

HINTERLAND METALS INC.

NOVAMIND VENTURES INC.

SCHEDULE “A” AMALGAMATION AGREEMENT

AMALGAMATION AGREEMENT

AMONG:

HINTERLAND METALS INC. ,

2784326 ONTARIO INC .,

NOVAMIND VENTURES INC. ,

1. Interpretation

2. Paramountcy

3. Agreement to Amalgamate

4. Filing of Articles

5. Conditions Precedent to the Amalgamation

6. Amalgamation Events

7. Articles of Amalgamation

8. Name

9. Registered Office

Gatekeeper Systems Inc. M&A Activity 2020