NOVAMIND INC. (formerly known as Hinterland Metals Inc.) LISTING STATEMENT FORM 2A December 30, 2020 TABLE OF CONTENTS Page No. 1. GLOSSARY OF TERMS ............................................................................................................. 3 2. CORPORATE STRUCTURE ................................................................................................... 10 3. GENERAL DEVELOPMENT OF THE BUSINESS .............................................................. 11 4. NARRATIVE DESCRIPTION OF THE BUSINESS ............................................................. 17 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION .......................................... 37 6. MANAGEMENT’S DISCUSSION AND ANALYSIS ............................................................. 39 7. MARKET FOR SECURITIES .................................................................................................. 39 8. CONSOLIDATED CAPITALIZATION .................................................................................. 39 9. OPTIONS TO PURCHASE SECURITIES .............................................................................. 40 10. DESCRIPTION OF THE SECURITIES .................................................................................. 41 11. ESCROWED SECURITIES ...................................................................................................... 46 12. PRINCIPAL SHAREHOLDERS .............................................................................................. 47 13. DIRECTORS AND OFFICERS ................................................................................................ 48 14. CAPITALIZATION ................................................................................................................... 56 15. EXECUTIVE COMPENSATION ............................................................................................. 59 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................. 62 17. RISK FACTORS ......................................................................................................................... 62 18. PROMOTERS ............................................................................................................................. 71 19. LEGAL PROCEEDINGS .......................................................................................................... 71 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................................................................................................... 71 21. AUDITORS, TRANSFER AGENTS AND REGISTRARS .................................................... 71 22. MATERIAL CONTRACTS ...................................................................................................... 72 23. INTEREST OF EXPERTS ........................................................................................................ 72 24. OTHER MATERIAL FACTS ................................................................................................... 72 25. FINANCIAL STATEMENTS .................................................................................................... 73 SCHEDULE “A” - PRO FORMA FINANCIAL STATEMENTS SCHEDULE “B” - HINTERLAND FINANCIAL STATEMENTS SCHEDULE “C” - NOVAMIND FINANCIAL STATEMENTS SCHEDULE “D” - HINTERLAND MD&A SCHEDULE “E” - NOVAMIND MD&A SCHEDULE “F” - CEDAR PSYCHIATRY AND CCR FINANCIAL STATEMENTS SCHEDULE “G” - CEDAR PSYCHIATRY AND CCR MD&A Cautionary Note Regarding Forward-Looking Statements This Listing Statement contains forward-looking information (collectively, “forward-looking information”), which includes disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates”, “projects”, “budgets”, “forecasts” or “does not anticipate”, or “believes”, or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Examples of such forward-looking information in this Listing Statement includes disclosure relating to the following: the Corporation’s business and operations; the Corporation’s anticipated revenues and cash flows from operations and consequent funding requirements; the funds available to the Corporation and the principal purposes of those funds; the Corporation’s business objectives and discussion of trends affecting the business of the Corporation; and the Corporation’s anticipated operating expenses. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Listing Statement. The forward-looking information in this Listing Statement is based on a number of assumptions that may prove to be incorrect, including, but not limited to the following: general economic conditions; the ability of the Corporation to accurately assess and anticipate trends in its industry; the ability of the Corporation to realize its business objectives and manage its cash flow; the Corporation’s ability to maintain a competitive position; the ability of the Corporation to obtain any necessary financing; and the ability of the Corporation to maintain current operating expenses. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Some of these risks, include, but are not limited to the following: Revenue is largely reliant on payments received from government and third-party payors; Regulatory Risks; Permits and Licenses; Changes in Laws, Regulations and Guidelines; General Healthcare Regulations; Limited Operating History; Reliance on Physicians and other Healthcare Professionals; Confidentiality of Personal and Health Information; Insurance and Uninsured Risks; Business Exposure to New Clinical Modalities; Dependence on Suppliers and Skilled Labour; Difficulty to Forecast; Management of Growth; Business Development and Expansion Risks; Requirement for Additional Financing; Share Dilution; Liquidity; Litigation; The Effects of Health Epidemics (Including the Global COVID-19 Pandemic); Economic Dependence; Risks Associated with the Regulated Psychedelics Industry; Risks related to the Truffles Industry; Unfavourable Publicity or Consumer Perception Towards Psychedelics; Risks Associated with the Medical Cannabis Market; Entry Bans into the United States; Competition; Market Unpredictability; Fraudulent or Illegal Activity; Reliance on Information Technology Systems and Cyberattacks; Conflicts of Interest; Internal Controls; Supply Risk; Stock Price Volatility; Limited Market for Securities. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Additional risk factors are noted under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this Listing Statement. These risk factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Listing Statement. The Corporation does not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Listing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Market and Industry Data This Listing Statement includes market and industry data that has been obtained from third party sources, including industry publications. The Corporation believes that its industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Corporation has not independently verified any of the data from third-party sources referred to in this Listing Statement or ascertained the underlying economic assumptions relied upon by such sources. 2 1. GLOSSARY OF TERMS The following is a glossary of certain general terms used in this Listing Statement including the summary hereof. Terms and abbreviations used in the financial statements included in or appended to this Listing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. “Acquireco” means 2784326 Ontario Inc., which