/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" or the "Company") (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
"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
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.
Learn more at numinus.ca, and follow us on Facebook, Twitter,
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.