Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
- Numinus shareholders, at a separate meeting held today, have also approved the resolutions related to the Transaction
- Transaction expected to be completed on or about June 10, 2022
TORONTO, ON / ACCESSWIRE / June 8, 2022 / Novamind Inc.(CSE:NM)(OTCQB:NVMDF)(FSE:HN2) ("Novamind" or the "Company"), a leading mental health company specialized in psychedelic medicine, is pleased to announce that at its special meeting (the "Meeting") of its holders (the "Shareholders") of common shares (the "Novamind Shares") held today, Shareholders voted to approve the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. ("Numinus") in an all-share transaction (the "Transaction"). Numinus shareholders have also voted to approve the acquisition of Novamind in a separate meeting of Numinus shareholders held today.
The Transaction required approval by not less than two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, and by a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than the persons required to be excluded for the purpose of such vote pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
A total of 28,403,240 Novamind Shares were voted at the Meeting in-person or by proxy, representing approximately 57.0% of the issued and outstanding Novamind Shares as at May 2, 2022, with 98.5% voting in favor of the Transaction (96.5% after excluding the votes required to be excluded in determining minority approval pursuant to MI 61-101).
The completion of the Transaction is also conditional upon the approval of the Supreme Court of British Columbia (the "Court") and satisfaction of other customary approvals including regulatory and third-party approvals. The application for the final order from the Court is scheduled to be heard on June 10, 2022. Assuming all conditions to closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about June 10, 2022. Following completion of the Transaction it is anticipated that Novamind Shares will be delisted from the Canadian Securities Exchange and the Company will cease to be a reporting issuer under applicable Canadian securities law. The Shares will also no longer be posted for trading on the OTCQB.
Full details of the Transaction are described in the Company's management information circular dated May 6, 2022, which is available on the Company's SEDAR profile at www.sedar.com.
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, VP, Communications
This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to the Transaction. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations including expectations regarding whether the 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, including the final order, and the risks detailed from time to time in the Company's public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. 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
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.