Novamind Ventures Inc. signed a letter of intent to acquire Buzz Capital Inc. (TSXV:BUZ.P) in a reverse merger transaction on May 8, 2020. Under the terms of the deal, the holders of Novamind consolidated shares will each receive, one (1) Buzz consolidated share. Outstanding Novamind convertible securities will either automatically adjust in accordance with the terms thereof such that following the completion of the amalgamation, the holders thereof shall acquire Buzz consolidated shares in lieu of Novamind consolidated shares or will be replaced with equivalent convertible securities of Buzz entitling the holders thereof to acquire Buzz consolidated shares in lieu of Novamind consolidated shares, and otherwise bearing the same terms as the Novamind convertible securities which they replace. Prior to the amalgamation, Buzz Capital will effect a consolidation and Novamind will similarly effect a consolidation of, respectively, the issued and outstanding common shares of Buzz Capital and Novamind. Under the Buzz consolidation, the Buzz shares will be consolidated on a basis that results in the holders of Buzz shares holding post-Buzz consolidation Buzz shares having a value of CAD 1.7 million, provided that Buzz capital has net cash of minimum CAD 0.5 million at closing. This would result in the Buzz shares being consolidated on a 1:1.9788 basis, resulting in approximately 4.25 million Buzz consolidated shares being outstanding. Under the Novamind consolidation, the outstanding Novamind shares will be consolidated on a 1:4 basis, resulting in Novamind shareholders holding approximately 19.02 million post-Novamind consolidation Novamind shares. The number and exercise prices of the outstanding convertible securities of Buzz Capital and Novamind will be adjusted in accordance with their terms as a result of, respectively, the Buzz consolidation and Novamind consolidation.

Novamind is undertaking a non-brokered private placement of Novamind Shares at a price of CAD 0.10 per share for minimum gross proceeds of CAD 2.5 million. Upon completion of the transaction, it is anticipated that the Board of Directors and officers of the resulting issuer will be comprised of Chuck Rifici (Director), Yaron Conforti (Chief Executive Officer and Director), Jesse Kaplan, CFA (Director), Sruli Weinreb (Director). In addition, the parties anticipate that Novamind will nominate the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. Completion of the transaction is subject to change in the name of Buzz Capital to “Novamind Inc.” or such other name as may be approved by Novamind and acceptable to applicable regulatory authorities; receipt of all necessary third-party, regulatory and Exchange approvals, including the approval by the exchange of the proposed transaction as Buzz Capital's qualifying transaction; negotiation and execution and delivery of a definitive form of amalgamation agreement mutually acceptable to both Novamind and Buzz Capital, containing the terms and conditions customary in transactions of like nature; approval of the amalgamation and the definitive agreement by the Board of Directors of Novamind and Buzz Capital; prior to the qualifying transaction, the completion by Novamind of the Financing and the approval of the amalgamation by the Novamind shareholders.