/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, March 19, 2021 /CNW/ - Numinus Wellness Inc. ("Numinus") (TSXV: NUMI), a company creating an ecosystem of health solutions centered around the safe, evidence-based and accessible use of psychedelic-assisted psychotherapies, is pleased to announce that it has closed a bought deal financing of 28,000,000 units (the "Units") of the Company at a price of $1.25 per Unit for total gross proceeds of $35 million (the "Offering"). The Offering was conducted by Eight Capital and Canaccord Genuity Corp. (together, the "Underwriters"). The Underwriters also exercised their over-allotment option in full to purchase an additional 4,200,000 Units for additional gross proceeds of $5.25 million. Including the proceeds from the exercise of the over-allotment option, the total gross proceeds of the Offering are $40.25 million with an aggregate of 32,200,000 Units issued.
Each Unit consists of one common share and one-half of one common share purchase warrant of the Company (each whole warrant a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company for a period of 24 months from closing of the Offering at an exercise price of $1.75 per Warrant.
The Offering was completed pursuant to the Company's base shelf prospectus dated March 12, 2021. The terms of the Offering were described in a prospectus supplement filed on March 16, 2021 with securities regulators in each of the provinces and territories of Canada, other than Québec. The Units were also offered and sold in the United States to certain purchasers, who are, or are purchasing for the account or benefit of, one or more U.S. persons or persons in the United States, each of whom qualifies as a "qualified institutional buyer" as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act").
With the close of the Offering, Numinus now has $65 million on hand and is well capitalized to act on revenue-generating growth initiatives including the Numinus Bioscience lab expansion, clinic acquisitions and purpose-built flagship facilities.
"I want to thank our investors for their overwhelming confidence in our vision of bringing forward safe and evidence-based approaches to mental health challenges, including through the delivery of psychedelic-assisted psychotherapies," said Payton Nyquvest, Chair, President and CEO, Numinus. "Millions of people struggle with depression, anxiety, trauma, pain and substance use, and are seeking novel approaches that are intended to cure rather than manage symptoms. Our financing puts us in a strong position to drive much needed innovation in mental healthcare and provides the necessary resources to create new ways to support healing and wellness."
The Offering's net proceeds are expected to be used to acquire and build local community clinics and flagship facilities offering a wide variety of amenities including psychotherapy, health and wellness services and, when regulated, psychedelic-assisted psychotherapy. The remaining net proceeds will be used for general working capital purposes.
While Numinus is building this footprint, the Company anticipates partnering with leading academic, corporate and non-profit groups on clinical and compassionate access trials; continuing to innovate in psychedelic-assisted psychotherapy training, protocols and policies; developing its intellectual property; and investing in research, sales and marketing at the Numinus Biosciences lab.
The lab, located in British Columbia, Canada, recently received new amendments under Canada's Controlled Drugs and Substances Act that enhance the Company's ability to lead psychedelics research and support the global psychedelics sector.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the 1933 Act.
ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.
President, Chief Executive Officer and Chair
Numinus Wellness Inc. (TSXV: NUMI) is a mental health and wellness company creating an ecosystem of solutions centred around safe, evidence-based, accessible psychedelic-assisted psychotherapy to help people heal and be well.
Numinus Health is dedicated to delivering innovative treatments to address physical, mental, and emotional health, through clinics and virtual services.
Numinus R&D is conducting implementation science and leveraging partnerships to beta-test and refine optimal models of psychedelic-assisted psychotherapy delivery, setting the stage for approved routine use in mental health and wellness care.
Numinus Bioscience is focused on developing testing methods and effective formulas for the evolving psychedelics space. Health Canada licences, scientific expertise, and new technologies facilitate ongoing innovation, and high-throughput contract services generate established revenue.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are "forward-looking statements". Forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licences and any inability to obtain all necessary governmental approvals licences and permits to operate and expand the Company's facilities; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the integrative mental health industry, including the use of psychedelic-assisted therapies, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company's limited operating history and lack of historical profits; reliance on management; the Company's requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.
SOURCE Numinus Wellness Inc.