NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, September 10, 2020, Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), is pleased to announce that it has closed its previously announced short form prospectus offering, on a best efforts basis, including the exercise of the agent’s option in its entirety in the form of units of the Company (each, a “Unit”). A total of 18,400,000 Units of the Company at a price per Unit of $0.25 were sold for aggregate gross proceeds of $4,600,000 (the "Offering"). The Offering was conducted by Mackie Research Capital Corp. (the "Agent").
Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share for a period of 24 months following the closing of the Offering (the "Closing") at an exercise price of $0.35.
Payton Nyquvest, Founder, CEO, and Chair stated, “We are very pleased with the strong response leading to the oversubscribed close, particularly in this tough market environment. We would like to thank all our investors for placing their confidence in us.” Nyquvest added, “Our team is excited to accelerate the initiatives outlined in our prospectus as we believe our plans will ultimately deliver great value to not only those who are in such need of alternative transformative mental health solutions, but also to our shareholders.”
In consideration for its services, the Company paid the Agent a cash commission equal to 6% of the gross proceeds of the Offering, a cash advisory fee equal to 2% of the gross proceeds of the Offering and issued to the Agent compensation options and advisory compensation options to acquire up to an aggregate of 1,472,000 Units at a price of $0.25 for a period of 24 months from Closing.
The Company intends to use the net proceeds of the Offering for MDMA and psilocybin Compassionate Access protocol implementation to make these drugs accessible to specific patient groups before they are available on the market. As per Health Canada’s Special Access Programme for Drugs Guidance Document, “where possible, open label or compassionate access trials should be incorporated into drug development plans to meet the needs of patients not eligible for enrollment in other pivotal trials.” Additional funds will be used to secure therapy space and develop psychedelic integrative treatment models, support upgrades to its Lab infrastructure to support its Health Canada licences, and for general operating expenses.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Numinus is a Vancouver-based health care company creating an ecosystem of health solutions centred around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies. Numinus’ ecosystem units include Numinus Bioscience, Numinus R&D, and Numinus Health. Each unit is undertaking distinct, synergistic initiatives to hasten legal, for-profit psychedelic-assisted therapy models in Canada and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies once available. Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licenses (through its wholly-owned subsidiary Salvation Botanicals) including a cannabis testing licence used for sustainable revenue to support the company’s psychedelic efforts. The company holds a dealers licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT and mescaline. Numinus is the only publicly listed company in Canada to be issued a Health Canada license to produce and extract psilocybin from mushrooms. These licences will allow Numinus to support the growing number of studies on the potential benefits of psychedelic therapies through research projects, product development, and the supply and distribution of these substances. Numinus R&D leverages established relationships to position the Company for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval. Numinus Heath is dedicated to delivering therapies that enhance and supplement existing options for people wanting lasting physical, mental and emotional health — with psychedelic treatments at its core when approved for therapeutic and research use. For more information, visitwww.numinus.ca.
This news release contains “forward-looking information” within the meaning of applicable securities laws, including but not limited to statements relating to the use of proceeds from the Offering. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its subsidiaries, their securities, or their respective financial or operating results (as applicable).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.
President, Chief Executive Officer and Chair
For further information contact:
Chief Strategy Officer
Further information about the Company is available under its profile on the SEDAR website,www.sedar.com, and on the Company’s website.