Numinus announces shareholder approval of resolution in connection with the proposed acquisition of Novamind

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Jun 08, 2022, 16:05 ET

Novamind shareholders, at a separate meeting held today, have also approved the transaction
Transaction expected to be completed on or about June 10, 2022

VANCOUVER, BC, June 8, 2022 /PRNewswire/ - Numinus Wellness Inc. ("Numinus", the "Company") (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce shareholders have approved the Company's resolution to issue common shares in the capital of Numinus (the "Common Shares") in connection with the proposed acquisition (the "Transaction) of Novamind Inc. ("Novamind"). Novamind shareholders have also voted to approve the acquisition of Novamind by Numinus, pursuant to a plan of arrangement, at a separate meeting of Novamind shareholders held today.

"We are pleased with the overwhelming support of both Numinus and Novamind shareholders for this significant and transformational transaction. This acquisition will position our business as one of the leading integrated mental wellness companies in North America offering Ketamine- and psychedelic-assisted therapies, with 13 wellness clinics, four clinical research sites and a dedicated psychedelics research laboratory," said Payton Nyquvest, Founder & CEO, Numinus. "We look forward to completing the acquisition soon and working closely with the Novamind team to share best practices and grow our collective mental health and wellness service offering."

Details of the Transaction and share issuance are set out in Numinus' management information circular ("Circular"), dated May 4, 2022, which is available under the Company's profile on SEDAR at www.sedar.com.

At the special meeting of shareholders of the Company (the "Meeting"), an ordinary resolution authorizing and approving the issuance of up to 63,010,034 Common Shares of the Company to the securityholders of Novamind was approved by 98.71% of the votes cast by shareholders. The Common Shares of the Company issued pursuant to the Transaction will be distributed to individual Novamind securityholders following the completion of the transaction.

A total of 32,679,640 Common Shares of the Company were voted at the Meeting online or by proxy, representing approximately 15.68% of the issued and outstanding Common Shares of the Company as of the meeting record date. The Company has filed a report of voting results on the resolution voted upon at the Meeting under its profile on SEDAR at www.sedar.com.

Completion of the Transaction remains conditional upon approval of the Supreme Court of British Columbia (the "Court") and certain other customary closing conditions. The application for the final order from the Court is scheduled to be heard on June 10, 2022. Assuming that all conditions to closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about June 10, 2022. For a more detailed description of the Transaction, please refer to the Circular.

About Numinus

Numinus Wellness (TSX: NUMI) helps people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus model - including psychedelic production, research and clinic care - is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.

Forward-Looking Statements

This news release includes certain "forward‐looking information" and "forward‐looking statements" (collectively "forward‐looking statements") within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required regulatory and court approvals, (ii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iii) expectations for other economic, business, and/or competitive factors.

Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company's financial statements and related MD&A for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three and six months ended February 28, 2022, all filed with the securities regulatory authorities in all provinces and territories of Canada, except Québec, and available under the Company's profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company's forward‐looking statements. The Company's forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.

SOURCE Numinus Wellness Inc.