- 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
/CNW/ - 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.
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SOURCE Numinus Wellness Inc.