US$50,000 of Shares earned on the third anniversary of the Closing Date and issued to the Seller within 60 days of such date, to be issued at a price per Share equal to the 5-Day VWAP calculated from the third anniversary of the Closing Date.US$50,000 of Shares on the second anniversary of the Closing Date and issued to the Seller within 60 days of such date, to be issued at a price per Share equal to the 5-Day VWAP calculated from the second anniversary of the Closing Date and.US$50,000 of Shares on the first anniversary of the Closing Date and issued to the Seller within 60 days of such date, to be issued at a price per Share equal to the five-day volume-weighted average trading price of the Shares on the Canadian Securities Exchange (the 'CSE') (or if the Company is not listed on the CSE then, such other stock exchange on which the Shares are listed and where a majority of the trading volume occurs) (the '5-Day VWAP') calculated from the first anniversary of the Closing Date.Additionally, subject to the Seller's continued employment by the Company, the Company will pay to the Seller three cash payments of US$50,000 within 60 days of the following three anniversaries of the Closing Date.Īdditionally, subject to the Seller's continued employment by the Company, the Company will issue to the Seller an aggregate of US$150,000 payable by way of the issuance of Shares, as follows:

Within 30 days of closing the Transaction (the 'Closing Date'), Novamind will pay to the Seller US$100,000 in cash, less certain trade and other accounts payable related to the business of Foundations at the Closing Date. Under the terms of the Agreement, Novamind will acquire Foundations for a combination of cash, common shares in the capital of the Company ('Shares') and assumed debt, as described below. Edelman has special expertise in treating military veterans and first responders who struggle with stress and trauma. As a former military combat veteran, who served in the US Army 55 th Medical Co.

Edelman is double board-certified Family Psychiatric-Mental Health Nurse Practitioner and a Child and Adolescent Psychiatric-Mental Health Clinical Nurse Specialist.

Edelman will continue in a leadership capacity as Medical Director for both clinics. Foundations will temporarily operate as 'Foundations for Change by Novamind' until the Company completes its recently announced rebrand. Opened in 2017 by Jeff Edelman, Foundations currently operates one outpatient mental health clinic in Peoria, Arizona with an annual revenue run rate in excess of US$800,000 and owns a second, larger location in Phoenix that is scheduled to open in early 2022. The transaction (the 'Transaction') is subject to regulatory approvals and is expected to close in January 2022. (CSE:NM) (OTCQB:NVMDF) (FSE:HN2) ('Novamind' or the 'Company'), a leading mental health company specialized in psychedelic medicine, has signed a definitive agreement (the 'Agreement') to acquire Arizona-based Foundations for Change, PLC ('Foundations'), a mental health practice specialized in ketamine-assisted psychotherapy, from its sole stockholder, Jeff Edelman, (the 'Seller').

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