Novamind Inc. (OTCPK:NVMD.F) signed a Letter of Intent to acquire Foundations for Change from Jeff Edelman for $1.2 million on November 16, 2021. Novamind Inc. signed a definitive agreement to acquire Foundations for Change from Jeff Edelman on December 23, 2021. Under the terms of the Agreement, Novamind will acquire Foundations for a combination of cash, common shares of Novamind and assumed debt. Novamind Inc. will make three cash payments of $0.05 million within 60 days of the following three anniversaries of the closing date. Additionally, subject to Jeff Edelman's continued employment by Novamind, Novamind will issue to Jeff Edelman an aggregate of $0.15 million payable by way of issuance of shares (each on every anniversary of the closing date). In connection with the transaction, Novamind will enter into agreements with certain holders of debt of Foundations, pursuant to which it will issue an aggregate of $0.158110 million of shares to certain debtholders to be issued on the closing date and an aggregate of $0.345184 million in cash in consideration for the settlement of debts owing by Foundations to the debtholders. Additionally, Foundations will possess approximately $0.333625 million of permitted indebtedness as at the closing date. The shares issued will be subject to a statutory hold period in accordance with applicable Canadian securities laws and the policies of the Canadian Stock Exchange. Foundations for Change generated an annual revenue of $0.8 million for the year 2020. Jeff Edelman will continue in leadership capacity as Medical Director for both clinics. The transaction is subject to regulatory approvals. The acquisition is expected to close in early 2022. The transaction is expected to close in January 2022. The transaction is from a pipeline of accretive transactions.

Novamind Inc. (OTCPK:NVMD.F) completed the acquisition of Foundations for Change from Jeff Edelman on January 17, 2022.