/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, Feb. 16,
2024 /CNW/ - Numinus Wellness Inc. ("Numinus")
(TSX: NUMI), a mental health care company advancing traditional and
innovative behavioral health treatments with a focus on safe,
evidence-based psychedelic-assisted therapies, is pleased to
announce the closing of its previously announced "bought deal"
public offering of 50,000,000 units (each, a "Unit") at a
price of $0.12 per Unit (the
"Offering Price") for aggregate gross proceeds to Numinus of
$6,000,000 (the
"Offering").
Each Unit consists of one common share in the capital of Numinus
(each, a "Common Share") and one Common Share purchase
warrant of Numinus (each, a "Warrant"). Each Warrant is
exercisable to acquire one Common Share for a period of 24 months
from closing of the Offering at an exercise price of $0.18 per Common Share.
"Numinus is at an important stage. As the new drug application
for MDMA was recently accepted by the United States Food and Drug
Administration, our clinical research team is continuing to work
with exciting new drugs and treatments and our training platform is
helping to address the critical need for practitioners to provide
psychedelic-assisted therapy," said Payton
Nyquvest, Numinus' Founder and CEO. "This financing provides
us the resources to act on opportunities and demonstrates support
for our work in the markets. This, along with Dr. Rick Doblin, the Founder and President of the
Multidisciplinary Association for Psychedelic Studies, joining us
as an unpaid, non-exclusive strategic adviser, bolsters our efforts
to provide much-needed transformative care."
Dr. Rick Doblin stated: "Numinus
is making important strides in the mental health field with its
strategic focus and thoughtful positioning. Their approach,
particularly through the proposed clinical trial for experiential
training, is well-designed to equip therapists with the depth of
understanding needed to effectively support individuals dealing
with trauma."
Dane Stevens, co-founder of
Optimi Health Corp, a holder of a Health Canada Dealers License,
which participated in the Offering and is committed to support
Numinus' future initiatives said: "We are proud to support Numinus
in their strategic endeavours to ultimately expanding access to
psychedelic assisted therapy. Supporting the work they are doing in
their industry-leading clinics and their training efforts is an
important step towards ensuring access."
Numinus intends to use the proceeds of the Offering for working
capital and general corporate purposes.
The Units were sold pursuant to an underwriting agreement dated
February 5, 2024 (the
"Underwriting Agreement") among Numinus, Eight Capital and
Stifel Nicolaus Canada Inc., as co-lead underwriters and
co-bookrunners on behalf of a syndicate of underwriters, and
Haywood Securities Inc. (collectively, the
"Underwriters").
Pursuant to the Underwriting Agreement, Numinus granted the
Underwriters an option (the "Over-Allotment Option") to
purchase up to 15% in additional Units at the Offering Price per
Unit, exercisable at any time, for a period of 30 days after the
closing of the Offering, which would result in additional proceeds
of up to $900,000 if the
Over-Allotment Option is exercised in full. The Over-Allotment
Option is exercisable to acquire Units, Common Shares and/or
Warrants (or any combination thereof) at the discretion of the
Underwriters.
The Offering was completed pursuant to a prospectus supplement
dated February 5, 2024 (the
"Supplement") to Numinus' short form base shelf prospectus
dated June 27, 2023 (the
"Prospectus"), in all of the provinces of Canada, other than Québec, and offered in
the United States to "qualified
institutional buyers" pursuant to Rule 144A under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") and in those other jurisdictions outside Canada and the
United States pursuant to exemptions from prospectus and
registration requirements.
Certain directors and officers of Numinus (collectively, the
"Insiders") purchased an aggregate of 1,708,333 Units
pursuant to the Offering. Participation by the Insiders in the
Offering was considered a "related party transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). Numinus
was exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Insiders'
participation in the Offering pursuant to sections 5.5(a) and
5.7(1)(a) of MI 61-101 as neither the fair market value of any
securities issued to, nor the consideration paid by, the Insiders
exceeded 25% of Numinus' market capitalization. Numinus did not
file a material change report 21 days prior to closing of the
Offering, as the Insiders participation had not been confirmed at
that time and Numinus wished to close the transaction as soon as
practicable for sound business reasons.
The securities offered pursuant to the Offering have not been,
and will not be, registered under the U.S. Securities Act or any
U.S. state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws.
About Numinus
Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) 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 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 press 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
regarding future performance are "forward-looking statements".
Forward-looking statements can be identified by the use of words
such as "expects", "does not expect", "is expected", "believes",
"intends", "anticipates", "does not anticipate", "believes" or
variations of these words, expressions or statements, that certain
actions, events or results "may", "could", "would", "might" or
"will be" taken, will occur or will be realized. Such
forward-looking statements involve risks, uncertainties and other
known and unknown factors that could cause actual results, events
or developments to differ materially from the results, events or
developments expected and expressed or implied in such
forward-looking statements. These risks and uncertainties include,
but are not limited to, restrictions that may be placed on use of
MDMA by regulatory authorities; safety and efficacy of
MDMA-assisted therapy; acceptance, uptake and commercialization of
MDMA-assisted therapy; the effectiveness of any advice provided by
a strategic advisor or future collaborations related thereto; the
ability and/or effectiveness of management to deploy the proceeds
of the Offering as planned; the ability of Numinus to maintain or
increase earnings; the ability of Numinus to achieve or maintain
profitability; Numinus' need for additional financing and the
effects of financial market conditions and other factors on the
availability of capital; and other risk factors set forth in the
Supplement, the Prospectus and our annual information form dated
November 29, 2023, each available on
SEDAR+ at www.sedarplus.ca. These factors should be carefully
considered, and readers are cautioned not to place undue reliance
on forward-looking statements. Despite Numinus' efforts to identify
the main risk factors that could cause actual measures, events or
results to differ materially from those described in
forward-looking statements, other risk factors may cause measures,
events or developments to materially 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. Numinus does not
undertake to revise forward-looking statements, even if new
information becomes available as a result of future events, new
facts or any other reason, except as required by applicable
laws.
SOURCE Numinus Wellness Inc.