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Dr. Evan Wood, recognized leader in the field of substance use research and treatment, joins Numinus as Chief Medical Officer

Dr. Evan Wood Numinus

Wood will lead research partnerships and the design of the Numinus patient-focused model

VANCOUVER (May 21, 2020)— Numinus Wellness Inc. (“Numinus”) is pleased to announce the appointment of Dr. Evan Wood, MD, PhD, ABIM, FASAM, FRCPC, ABAM Diplomat as Chief Medical Officer with Numinus, effective immediately. Dr. Wood, who over a 20-year career has gained international recognition as a leading researcher into addiction, most recently as the Executive Director of the British Columbia Centre on Substance Use (BCCSU) — a leading research organization into the treatment of substance use and addiction.

“This is an exciting day for all of us at Numinus,” says Numinus CEO Payton Nyquvest. “Dr. Wood is a recognized leader in the area of addiction research and treatment and he will play a central role in advancing the Numinus mission to help people heal and be well.”

As Chief Medical Officer with Numinus, Dr. Wood will play a lead role in helping to establish the evolving Numinus models of care, including defining and hiring the medical and therapeutic team. He will also lead the design of an interdisciplinary medical education program, serve as the company’s primary representative in all research partnerships and protocol development, work with regulators and health authority leadership to advance psychedelic therapies, and help ensure Numinus centres operate within all medical and regulatory guidelines.

“I share the Numinus position that the societal costs of mental illness, addiction, trauma and unmet human potential are much too high,” says Dr. Wood. “My work and the work of others in the field indicate the value of continuing to explore the use of psychedelic substances in safe, controlled therapeutic environments to address these issues, and I look forward to positioning Numinus as a leader in this emerging area of treatment.”

Dr. Wood has had a longstanding interest in psychedelic assisted psychotherapy through his involvement with the Multidisciplinary Association for Psychedelic Studies (MAPS) trial of MDMA assisted psychotherapy and through emerging work examining the potential of psilocybin assisted psychotherapy for a range of mental health disorders.

In addition to his ongoing work with research and clinical activities, Dr. Wood is also a professor of medicine at the University of British Columbia, where he helps lead the university’s efforts in the area of addiction prevention and treatment through a Tier 1 Canada Research Chair. Dr. Wood has previously been the Physician Program Director for Addiction Services at Providence Health Care, Medical Director for Community Addiction Services at Vancouver Coastal Health, and the founding Director of North America’s largest clinical and research fellowship training programs for addiction medicine physicians based at UBC.

Throughout his career, Dr. Wood has played an instrumental role in bringing research ideas from the laboratory into routine use in the health care system. He was the lead author of the first study to show that HIV treatment could prevent the transmission of HIV infection among those who inject drugs which contributed to a revision of international therapeutic guidelines. Dr. Wood was also the founding principal investigator of Insite, North America’s medically supervised safer injecting facility — a life saving intervention now common in most large Canadian cities. His work in the area of addiction treatment has contributed to the development of innovative and widely adopted provincial and national therapeutic guidelines . In addition to leading transformative health system interventions, Dr. Wood has been regularly funded by the US National Institute on Drug Abuse and has co-authored more than 400 scientific papers. Through his ongoing work with UBC and the BCCSU, Dr. Wood is also the Principal Investigator for the BC Node of the Canadian Research Initiative in Substance Misuse (CRISM) a Canadian Institutes of Health Research funded national addiction research network.

Dr. Wood’s Additional Roles & Resources:

Awards:

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Contact:

Investor Inquiries:

invest@numinus.ca

Media Inquiries:

Emily Edwards, NATIONAL

eedwards@national.ca

604-842-6490

General Inquiries:

hello@numinus.ca

1-833-NUM-INUS (1-833-686-4687)

Pour investir et obtenir des renseignements généraux en français:

Remy Scalabrini, Maricom

investir@numinus.ca

888-585-6274

About Numinus

Numinus is a Vancouver-based health care company helping to support the universal desire to heal and be well. Through Numinus Bioscience, Numinus has a Health Canada cannabis testing license that allows the company to test and analyze cannabis products from licensed producers. In addition, through a wholly-owned subsidiary Salvation Botanicals, Numinus is a late-stage applicant to receive a Health Canada standard processing license to produce cannabis products. Numinus also has a dealer’s licence which allows the company to test, possess, buy and sell MDMA, psilocybin, psilocin, DMT and mescaline. Numinus is seeking to expand the licence to include activities such as import/export, testing and R&D. The expanded license 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 also operates a stand-alone centre offering patients integrative health solutions to help heal, connect and grow. Psychedelics will be part of this offering but will only be available for treatment once approved by regulators and governing bodies — a process Numinus is helping to support.

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 licenses and any inability to obtain all necessary governmental approvals licenses and permits to operate and expand the Company’s facilities; engaging in activities which currently are illegal under Canadian federal law and the uncertainty of existing protection from Canadian federal or other prosecution; 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 medical-use and adult-use marijuana industry, 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, including closing of the financings contemplated herein; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with 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.

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Numinus Wellness Inc. commences trading on TSX Venture Exchange as NUMI

Integrated company to play a lead role in emerging psychedelic assisted therapy and research space

VANCOUVER (May 20, 2020)—With momentum building for the use of psychedelic assisted therapies in addressing the growing problems of mental illness, addiction and trauma, Vancouver-based Numinus Wellness Inc. began trading today on the TSX Venture Exchange under the symbol NUMI as one of the first in-market, fully integrated companies in the psychedelic space in North America.

“This is an exciting day for all of us at Numinus,” says CEO Payton Nyquvest. “We are on a mission to help address the universal desire to heal and be well. We are looking for like-minded investors who share our belief that new approaches and new ways of thinking are needed to supplement existing options.”

Numinus has put a value chain in place comprising three pillars that will be key to the company’s growth:

  • Numinus Wellness plans to offer physical locations where psychedelic-assisted therapies can take place once approved by regulators. The company’s near-term goal is to identify a suitable location and build a purpose-built, flagship wellness centre to conduct psychedelics-assisted therapies in a safe, controlled therapeutic environment when approved by regulators and governing bodies — a process we are helping to support. Numinus Wellness provides a full suite of therapeutic services through a wellness centre in Vancouver; however, psychedelic-assisted therapies are not currently provided.
  • Numinus R&D is creating partnerships with leading research groups to advance practice and understanding in the space.
  • Numinus Bioscience is licensed by Health Canada to test, sell, distribute, and eventually conduct research on psychedelic substances. Sustainable cannabis revenue driven by our testing operations provides us a foundation for growth – differentiating us from others in the psychedelics space.

“We are excited about the future of psychedelics and our focus will solely be on its therapeutic use,” says Nyquvest. “Psychedelics will move forward in a therapeutic and research context, where the application of these substances will only happen in safe, controlled treatment environments. Numinus has these pieces in place today.”

The efficacy of psychedelic therapies are gaining attention. Johns Hopkins University recently announced the Center for Psychedelic and Consciousness Research, a first-of-its-kind $17-million research centre designed to study compounds like LSD and psilocybin for a range of mental health problems, including anorexia, addiction and depression. In 2017, the US Food and Drug Association (FDA) granted Breakthrough Therapy Designation to MDMA for the treatment of PTSD, and MDMA is currently in the final research phase required by the FDA before deciding whether to approve MDMA as a legal prescription treatment for PTSD in the US. British Columbia’s BC Centre on Substance Use has attracted leading researchers in the field to advance evidence-based research into the therapeutic benefits of psychedelics.

About Numinus

Numinus is a Vancouver-based health care company helping to support the universal desire to heal and be well. Numinus believes the societal costs of mental illness, addictions, trauma and unmet human potential are much too high. New approaches and new ways of thinking are required to supplement existing options, including the application of psychedelic assisted therapies when approved by regulators. Numinus Wellness operates a stand-alone centre offering patients integrative health solutions to help heal, connect and grow. Psychedelic assisted therapies will be part of this offering but will only be available for treatment once approved by regulators and governing bodies — a process Numinus is helping to support. Numinus R&D is creating partnerships with leading research groups to advance practice and understanding in the space. Numinus Bioscience is licensed by Health Canada to test, sell, distribute, and eventually conduct research on psychedelic substances. Sustainable cannabis revenue driven by testing operations provides us a foundation for growth. For more information visit www.numinus.ca.

Contact:

Investor Inquiries:

invest@numinus.ca

Media Inquiries:

Emily Edwards, NATIONAL

eedwards@national.ca

604-842-6490

General Inquiries:

hello@numinus.ca

1-833-NUM-INUS (1-833-686-4687)

Pour investir et obtenir des renseignements généraux en français:

Remy Scalabrini, Maricom

investir@numinus.ca

888-585-6274

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 licenses and any inability to obtain all necessary governmental approvals licenses and permits to operate and expand the Company’s facilities; engaging in activities which currently are illegal under Canadian federal law and the uncertainty of existing protection from Canadian federal or other prosecution; 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 medical-use and adult-use marijuana industry, 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, including closing of the financings contemplated herein; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with 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.

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AIkido Pharma Inc. Announces Distribution of Hoth Dividend

NEW YORK, May 19, 2020 /PRNewswire/ — AIkido Pharma Inc. (Nasdaq: AIKI) (“AIkido” or the “Company”) today announced that the distribution of the previously announced Hoth Therapeutics, Inc. (“Hoth”) stock dividend, has commenced and stockholders will receive their dividend in the next few days by mail or electronic deposit.

(PRNewsfoto/AIkido Pharma Incorporated)

Each stockholder of the Company, as of 5:00 p.m. Eastern Time on April 30, 2020, will be receiving one (1) share of Hoth common stock for every five hundred (500) shares of AIkido common stock held.  No further action by stockholders is necessary to receive the distribution.

The Company would like to thank all the parties that assisted with this dividend, including DTCC and Morgan Stanley.  We also thank your shareholders for their patience.

About AIkido

AIkido was initially formed in 1967 and is a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics.  The Company’s platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Investor Relations:
Hayden IR
Brett Maas, Managing Partner
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com

AIkido:
Phone: 212-745-1373
Email: investorrelations@AIkido.com
www.AIkido.com

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SOURCE AIkido Pharma Inc.

News Provided by PR Newswire via QuoteMedia

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CHAMPIGNON SPONSORS NON-PROFIT COALITION, THERAPSIL – MEDICAL PSILOCYBIN ACCESS PROJECT FOR PALLIATIVE CANCER PATIENTS AND HEALTH PROFESSIONALS

VANCOUVER, British Columbia, May 18, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences Company with an emphasis on ketamine and psychedelic medicine, is pleased to sponsor TheraPsil, a BC-based non-profit coalition of healthcare professionals, policy-makers and community leaders (the “TheraPsil Coalition”) seeking legal access to psilocybin for British Columbians with a palliative diagnosis and psychological distress.

Operating at highest standards of clinical competence and ethical integrity, the TheraPsil coalition is starting in 2020 with seeking legal access to psilocybin for British Columbians with a palliative diagnosis and psychological distress.

Based in Victoria, British Columbia and established in 2019, TheraPsil is focused on:

  • Compassionate Access: Establishing safe, and legal access to psychedelic-assisted therapy for those in medical need;
  • Public Education: Increasing awareness of the merits and limitations of psychedelic-assisted therapy;
  • Professional Training; Developing safe, simple and effective protocols for credentialed health professionals to deliver psilocybin-assisted therapy, in collaboration with other active organizations; and,
  • Research: Facilitate research and evaluation in collaboration with Canadian and international partners.

“ We’re really happy to have this support to get the ball rolling on this project to help palliative Canadians. We are dedicated to giving those at end-of-life the treatment options they deserve – and that includes psilocybin. We believe that as a non-profit, and with the right support, we can get these patients their right to treatment with psilocybin in a timely manner” Dr. Bruce Tobin, founder of TheraPsil.

“Through our sponsorship, the Champignon team and board are extremely proud to begin collaborating alongside TheraPsil, helping patients in palliative care access new and effective therapies” said Pat McCutcheon, Director, Champignon. “Together we will work to provide countless Canadians facing a palliative cancer diagnosis, along with their families, who also face severe psychological distress, with the treatment options, compassion and hope they deserve.”

For information about the TheraPsil’s medical team and program, visit www.therapsil.ca.

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability, as its medicinal mushroom-infused SKUs are organic, non-GMO and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:
Tyler Troup
Circadian Group
E: SHRM@braxiascientific.com

FOR CHAMPIGNON BRANDS FRENCH INQUIRIES:
Remy Scalabrini, Maricom Inc.
E: rs@maricom.ca
T: (888) 585-MARI

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Champignon Brands described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.

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Novamind and Buzz Capital Announce Qualifying Transaction

TORONTO, May 18, 2020 (GLOBE NEWSWIRE) — Buzz Capital Inc. (TSXV: BUZ.P) (”Buzz Capital” or the ”Corporation”), a capital pool company listed on the TSX Venture Exchange (the ”Exchange”), is pleased to announce that it has signed a letter of intent dated May 8, 2020 (the ”Letter of Intent”) with Novamind Ventures Inc., an Ontario corporation, (”Novamind”) to complete a business combination by way of a transaction that will constitute a reverse takeover of Buzz Capital by Novamind. The proposed transaction is intended to constitute an arm’s length qualifying transaction (the ”Qualifying Transaction”) for Buzz Capital, as defined in Policy 2.4 of the Exchange. Upon completion of the Qualifying Transaction and the Financing (as defined and described below), it is expected that Buzz Capital (following the Qualifying Transaction, the ”Resulting Issuer”) will be a Tier 2 Industrial Issuer, subject to Exchange approval.

Description of Novamind

Novamind invests in the infrastructure that drives the world’s leading psychedelic clinics and retreats.  Novamind was founded in May 2019 in Toronto, Canada.

Ongoing clinical trials approved by the U.S. Food and Drug Administration (“FDA”) are currently evaluating the safety and efficacy of MDMA-assisted psychotherapy (to treat PTSD) and psilocybin-assisted psychotherapy (to treat depression), and if approved, will require specialized infrastructure to facilitate patient treatment.  Novamind seeks to accelerate research and innovation in psychedelic medicine by investing in the people, science and technology required for a regulated psychedelics industry.

Until such time that the FDA approves new psychedelic medicines, Novamind invests and operates exclusively in those jurisdictions with established legal regulations for the use of psychedelics. With this as a prerequisite, Novamind was an early mover in 2019 and made two strategic investments in industry-leading psychedelic retreats and clinics:

  1. a €750,000 (CAD $1,137,623) investment in Synthesis Institute B.V. (“Synthesis”), a Netherlands-based psychedelics retreat offering an interdisciplinary approach to safe, legal psilocybin experiences. The investment in Synthesis was funded in cash and closed in multiple tranches beginning in November 2019 with the final tranche completed in March 2020; and
  2. a letter of intent to purchase 100% of the assets of Cedar Psychiatry LLC and Cedar Clinical Research LLC (“Cedar Psychiatry”), a leading provider of psychedelic-assisted psychotherapy and research, based in the United States (the “Cedar Acquisition”). Cedar Psychiatry operates three psychiatry clinics specialized in ketamine-assisted psychotherapy, and a dedicated research center that conducts novel clinical trials. Novamind’s acquisition of Cedar Psychiatry is expected to close prior to the Qualifying Transaction. The purchase price for the Cedar Psychiatry acquisition is $3,050,000 consisting of  5,125,000 Novamind Consolidated Shares (as defined below) to be issued at a deemed price of $0.40 per share and cash payments totalling $1,000,000 to be paid over 12 months from closing of the Cedar Acquisition.

Novamind’s investment in Synthesis and its acquisition (pending) of Cedar Psychiatry provides Novamind with access to proprietary resources including psychedelic-assisted psychotherapy protocols, industry-leading data, patient screening tools, leading facilitators and scientific advisors.  Utilizing these best practices and partnering with leading practitioners in the psychedelic space, Novamind is building a network of clinics and retreats offering people access to safe, legal psychedelic experiences while advancing research for psychedelic medicine.

Additional information on Novamind will be provided in the filing statement to be filed pursuant to the Qualifying Transaction.

The Qualifying Transaction

The Letter of Intent contemplates that the Qualifying Transaction will be undertaken by way of a three-corner amalgamation, pursuant to which Novamind will amalgamate (the “Amalgamation”) with a newly formed subsidiary of Buzz Capital and, as such, approval of the Novamind shareholders (“Novamind Shareholders”) will be required. Upon completion of the Amalgamation, the corporation formed by the amalgamation of Novamind and the newly-formed subsidiary of Buzz Capital will be a wholly-owned subsidiary of Buzz Capital.

Prior to the Amalgamation, Buzz Capital will effect a consolidation (the “Buzz Consolidation”) and Novamind will similarly effect a consolidation (the “Novamind Consolidation”; together with the Buzz Consolidation, the “Consolidations”) of, respectively, the issued and outstanding common shares of Buzz Capital (the “Buzz Shares”) and Novamind (the “Novamind Shares”). Under the Buzz Consolidation, the Buzz Shares will be consolidated on a basis that results in the holders of Buzz Shares (“Buzz Shareholders”) holding post-Buzz Consolidation Buzz Shares (“Buzz Consolidated Shares”) having a value of $1,700,000, provided that Buzz Capital has net cash of minimum $500,000 at closing. Assuming a net cash position of a minimum of $500,000, this would result in the Buzz Shares being consolidated on a 1:1.9788 basis, resulting in approximately 4,250,000 Buzz Consolidated Shares being outstanding. Under the Novamind Consolidation, the outstanding Novamind Shares will be consolidated on a 1:4 basis, resulting in Novamind Shareholders holding approximately 19,018,750 post-Novamind Consolidation Novamind Shares (“Novamind Consolidated Shares”). The number and exercise prices of the outstanding convertible securities of Buzz Capital (“Buzz Convertible Securities”) and Novamind (“Novamind Convertible Securities; together with the Buzz Convertible Securities, the “Convertible Securities”) will be adjusted in accordance with their terms as a result of, respectively, the Buzz Consolidation and Novamind Consolidation.

Following the Consolidations and pursuant to the Amalgamation, the holders of Novamind Consolidated Shares immediately prior to the completion of the Amalgamation will each receive, for every one (1) Novamind Consolidated Share held immediately prior to the completion of the Amalgamation, one (1) Buzz Consolidated Share (the “Exchange Ratio”). Outstanding Novamind Convertible Securities will either automatically adjust in accordance with the terms thereof such that following the completion of the Amalgamation, the holders thereof shall acquire Buzz Consolidated Shares in lieu of Novamind Consolidated Shares or will be replaced with equivalent convertible securities of Buzz entitling the holders thereof to acquire Buzz Consolidated Shares in lieu of Novamind Consolidated Shares, and otherwise bearing the same terms as the Novamind Convertible Securities which they replace.

Completion of the Qualifying Transaction is subject to the satisfaction of a number of conditions, including, but not limited to:

  1. a change in the name of Buzz Capital to “Novamind Inc.” or such other name as may be approved by Novamind and acceptable to applicable regulatory authorities;
  2. receipt of all necessary third-party, regulatory and Exchange approvals, including the approval by the Exchange of the proposed transaction as Buzz Capital’s Qualifying Transaction;
  3. negotiation and execution and delivery of a definitive form of amalgamation agreement (the “Definitive Agreement”) mutually acceptable to both Novamind and Buzz Capital, containing the terms and conditions customary in transactions of like nature;
  4. approval of the Amalgamation and the Definitive Agreement by the board of directors of Novamind and Buzz Capital;
  5. prior to the Qualifying Transaction, the completion by Novamind of the Financing (as defined below); and
  6. the approval of the Amalgamation by the Novamind shareholders.

Selected Financial Information of Novamind

The following tables sets out unaudited historical financial information of Novamind for the period commencing on its date of incorporation, May 22, 2019 and ending April 30, 2020.

Balance Sheet Account As at April 30, 2020
Current Assets $1,027,253
Total Assets $2,352,407
Current Liabilities $587,085
Total Liabilities $587,085
Total Shareholder’s Equity $2,352,407
Income Statement May 22, 2019 to April 30, 2020
Revenue NIL
Operating Expenses $727,135.20
Net Loss $(727,135.20)

Novamind Financing

In connection with the Qualifying Transaction and prior to the Novamind Consolidation, Novamind is undertaking a non-brokered private placement (the “Financing”) of Novamind Shares at a price of $0.10 per share for minimum gross proceeds of $2,500,000. Novamind engaged First Republic Capital Corporation (“First Republic”) as its exclusive lead finder in connection with the Financing. As compensation, First Republic will be paid a cash commission equal to 7% of the aggregate gross proceeds of the Financing and compensation warrants (“Compensation Warrants”) equal to 7% of the number of Novamind Shares issued under the Financing. Each Compensation Warrant entitles the holder to acquire a Novamind Share at an exercise price of $0.10 for a period of 24 months following the closing date of the Financing.  The Novamind Consolidation will result in the number of Novamind Shares and Compensation Warrants issued in the Financing being divided by four, and the effective offering price under the Financing and the exercise price of the Compensation Warrants being adjusted to $0.40 per share.  Novamind has closed a first tranche of the Financing for gross proceeds of $1,607,500.

Pro Forma Capitalization

The table below demonstrates the anticipated non-diluted capitalization of the Resulting Issuer post Qualifying Transaction and Financing, assuming completion of the minimum Financing, and lists the number of common shares of the Resulting Issuer (“Resulting Issuer Shares”) anticipated to be held by the Buzz Shareholders, Novamind Shareholders and investors in the Financing.

Number of Resulting Issuer Shares Issued and Outstanding Post-Qualifying Transaction Assuming Minimum Financing and completion of the Consolidations Percentage of Resulting Issuer Shares Post-Qualifying Transaction Assuming Minimum Financing and completion of the Consolidations
Resulting Issuer Shares held by Buzz Capital Shareholders 4,250,000 13.88%
Resulting Issuer Shares held by Former Novamind Shareholders(1) 15,000,000 48.98%
Resulting Issuer Shares held by Former Cedar Psychiatry Shareholders 5,125,000 16.73%
Resulting Issuer Shares held by investors in the Financing(1) 6,250,000 20.41%
TOTAL 30,625,000 100%

Note:

  1. Novamind has raised aggregate gross proceeds of $1,607,500 under the Financing to date and has issued 16,075,000 Novamind Shares, which, following the Novamind Consolidation, will be consolidated into approximately 4,018,750 Novamind Consolidated Shares. These 4,018,750 Novamind Consolidated Shares are included in the row titled “Resulting Issuer Shares held by investors in the Financing”, which discloses the number of Novamind Consolidated Shares that would be outstanding if Novamind raised an additional $892,500 under the Financing, being an amount sufficient to meet the minimum $2,500,000 Financing.

It is anticipated that proceeds from the Financing will be used for acquisitions and for general working capital.

Board of Directors, Officers and other Insiders

Upon completion of the Qualifying Transaction, it is anticipated that the board of directors and officers of the Resulting Issuer will be comprised of the individuals listed below. In addition, the parties anticipate that Novamind will nominate the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. The identities and biographies of these individuals will be disclosed in a subsequent press release or filing statement prepared in connection with the Qualifying Transaction. To the knowledge of Novamind and Buzz Capital, no person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the Resulting Issuer.

Chuck Rifici (Director), Ottawa, Ontario

Chuck is a pioneer of the North American cannabis industry, having created and managed opportunities which have had an incredible and widespread impact on the Canadian cannabis landscape.  The founder of Canopy Growth (FKA Tweed Marijuana), Chuck is Chairman of Auxly Cannabis Group, Chairman at Feather Company and is a chartered professional accountant (CPA). He obtained his MBA from Queen’s University and holds a BASc in Computer Engineering from the University of Ottawa.

Yaron Conforti (Chief Executive Officer and Director), Toronto, Ontario

Yaron Conforti is the founder and principal of Emmcap Corp., an investor in venture-stage companies. He previously served in senior investment banking roles at Desjardins Securities and Sandfire Securities and in CEO, CFO and corporate director roles for private and public companies.

Jesse Kaplan, CFA (Director), Toronto, Ontario

Jesse Kaplan has been a partner with Plaza Capital Limited since 2015. His career has focused on advising and investing in early stage growth companies. This has included extensive work helping companies through the process of going public in both Canada and the United States. Jesse was previously a senior analyst at Harborview Advisors LLC, a New York based investment firm and Palladium Capital Advisors, LLC, a NASD member investment bank. Currently, he is a board member of Abacus Health Products (CSE:ABCS) among other successful companies.

Sruli Weinreb (Director), Toronto, Ontario

Sruli Weinreb is the founder and managing partner of Plaza Capital Limited. Plaza Capital supports many North American early stage growth companies with strategic debt placements and equity investments. He is also the chief executive officer of Lake Central Air Services Inc., the world’s leading modification and integration partner for the airborne geophysical survey industry. Before founding Plaza Capital in 2013, Sruli was the chief executive officer of eMobile Inc., a telecom arbitrage company with a specialization in international roaming which he co-founded in 2008.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies.  Buzz Capital is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange; however, there is no assurance that Buzz Capital will ultimately obtain this exemption. Buzz Capital intends to include any additional information regarding sponsorship in a subsequent press release.

Further Information

The Buzz Shares are currently halted from trading on the Exchange and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may or may not occur until the completion of the Qualifying Transaction.

All information contained in this news release with respect to Novamind and Buzz Capital was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval.

Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into the Definitive Agreement, the completion of the Financing and Amalgamation, listing as an Industrial Issuer, and the use of proceeds from the Financing. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the Definitive Agreement being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required directors’ and shareholders’ approval to the Qualifying Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE: Buzz Capital Inc.

For further information:

Buzz Capital Inc.

Chuck Rifici
CEO, CFO and Director Tel: (613) 239-0531

Novamind Ventures Inc.

Yaron Conforti
CEO and Director
Tel: (647) 953-9512
Website: www.novamind.ca

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Numinus Wellness Inc. (formerly Rojo Resources Ltd.) closes RTO with Salvation Botanicals LTD; to commence trading under “NUMI”

Numinus Wellness Inc. (formerly Rojo Resources Ltd., RJ:H) (“Numinus” or the “Company”) (TSXV: NUMI) is pleased to announce that it has closed its previously announced reverse take-over transaction with Salvation Botanicals Ltd. (“Salvation”) and has acquired all of the outstanding securities of Salvation in exchange for the issuance of securities of the Company (the “Transaction”). The Company, with Salvation as its wholly owned subsidiary, will now pursue the business of Salvation as described in the Company’s filing statement dated April 29, 2020 (the “Filing Statement”) and available under the Company’s profile on SEDAR (www.sedar.com).

In accordance with the amended and restated arrangement agreement (the “Arrangement Agreement”) dated March 9, 2020 entered into between the Company and Salvation, upon completion of the Transaction, the Company changed its name from “Rojo Resources Ltd.” to “Numinus Wellness Inc.” and consolidated its issued and outstanding common shares on the basis of 2:1 (the “Consolidation”). The Company anticipates that its common shares will resume trading on May 20, 2020. Numinus will be listed as a Tier 2 Industrial issuer under TSX Venture Exchange (“TSXV”) policies and will trade under its new symbol “NUMI”.

The principal business of Numinus is integrative health through the provision of health related therapies and respective research and development; analytics, testing and research of various controlled substances through its Health Canada licensed laboratory. For more information about the business of Numinus, please refer to the Filing Statement.

Transaction

The Company issued 63,890,235 common shares (each a “Share”) to the holders of common shares and special warrants of Salvation and holders of certain debentures (each a “Salvation Security”) in consideration of the acquisition of all the Salvation Securities at an exchange ratio of 1:1 (post-Consolidation), in accordance with the terms of the Arrangement Agreement. The Company also issued 12,198,801 Share purchase warrants to holders of Salvation share purchase warrants in exchange for the cancellation of their Salvation share purchase warrants. Finally, the Company granted 8,708,000 incentive stock options exercisable into common shares of the Company to both existing directors, and the holders of Salvation incentive stock options in exchange for the cancellation of Salvation incentive stock options. Options granted to existing directors and officers of the Company are exercisable for two years at a price of $0.25. Options granted to former Salvation option holders are more particularly described in the Filing Statement.

Financing

In connection with the Transaction, on March 3, 2020, the Company closed a non-brokered private placement of 22,980,000 (post-Consolidation) subscription receipts (each, a “Subscription Receipt”) at a price of $0.25 per Subscription Receipt for gross proceeds of $5,745,000 (the “Subscription Receipt Financing”). Each Subscription Receipt entitles the holder thereof to receive one common share and one-half of a share purchase warrant on a post-Consolidation basis, exercisable for two years at an exercise price of $0.50, subject to the Acceleration Event described below. The Subscription Receipts and the securities into which they are convertible, bear a hold period of four months and a day from the closing of the Subscription Receipt Financing. In connection with the Subscription Receipt Financing, the Company paid finder’s fees of $87,848 and issued 702,784 share purchase warrants to certain agents in accordance with applicable securities laws and the policies of the TSXV.

On March 3, 2020, Salvation also closed a non-brokered private placement of 1,020,000 (post-Consolidation) units (each, a “Salvation Unit”) at a price of $0.25 per Salvation Unit for gross proceeds of $255,000 (the “Sidecar Financing”) with each Salvation Unit consisting of one Salvation common share and one Salvation share purchase warrant exercisable for two years at an exercise price of $0.50.

In addition to the Subscription Receipt Financing and Sidecar Financing, on December 23, 2019, the Company closed a non-brokered private placement with gross proceeds of $800,000 through the issuance of 3,200,000 (post-Consolidation) units at a price of $0.25 per unit for gross proceeds of $800,000. Each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant entitles the holder thereof to acquire a common share for a period of one year at a price of $0.50, subject to an accelerated expiry if the closing trading price of the Company common shares is greater than $0.75 per share for a period of 10 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the share purchase warrants will expire 30 days thereafter.

Escrow

A total of 36,400,590 Shares (the “Escrowed Securities”) are subject to the TSXV’s value escrow restrictions in accordance with a TSXV Form 5D Escrow Agreement among the Company, Computershare Investor Services Inc. and certain securityholders of the Company (the “Escrow Agreement”). Pursuant to the Escrow Agreement, 10% of the Escrowed Securities were released upon closing of the Transaction and 15% of the Escrowed Securities will be released every six months thereafter for a total escrow period of 36 months. In addition, 760,000 Shares are subject to seed share resale restriction pursuant to the policies of the TSXV, which release in equal 20% stages on the date of closing of the Transaction, and every month thereafter. Upon the achievement of certain performance milestones, more particularly described in the Filing Statement, up to 5,000,000 are issuable to senior executives; if and when issued, these performance shares shall be subject to escrow on the same terms as those Shares subject to the Escrow Agreement.

Board and Management

As announced in the Company’s news release dated October 21, 2019, following closing of the Transaction certain of the Company’s existing officers and directors resigned, such that the directors and officers of the Company are now as follows:

Payton Nyquvest: President, Chief Executive Officer, Chair and Director
Michael Tan: Chief Operating Officer and Director
John Fong: Chief Financial Officer and Corporate Secretary
Stacey Wallin Chief Strategy Officer
Ed Garner: Director
Allen Morishita: Director
Larry Timlick: Director

Biographies for each of the directors and officers of the Company were included in the Filing Statement. Detailed information about the Transaction and related matters, including financial statements of Salvation, are contained in the Filing Statement.

ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.

Payton Nyquvest

President, Chief Executive Officer and Chair

For further information contact:

Stacey Wallin

Chief Strategy Officer

1.833.686.4687

Reader Advisory

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the Company’s business plans and the outlook of the Company’s industry. 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, Salvation, their securities, or their respective financial or operating results (as applicable).

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Vireo Health Announces Fourth Quarter and Fiscal Year 2019 Financial Results and Pre-Announces First Quarter 2020 Revenue

VIEW ALL NEWS

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MindMed Reports First Quarter 2020 Results and Corporate Update

PRESS RELEASE                    

For Immediate Release:

May 14, 2020 7:00 AM EST                                  

                     

MindMed Reports First Quarter 2020 Results and Corporate Update

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, May 14, 2020: Mind Medicine (MindMed) Inc. (“MindMed” or the “Company”) (NEO: MMED, OTCQB: MMEDF), the leading neuro-pharmaceutical company for psychedelic inspired medicines, today announced the release of its unaudited condensed consolidated financial statements (the “Financial Statements”) and accompanying management’s discussion and analysis (the “MD&A”) for the quarter ended March 31, 2020. All financial figures contained herein are expressed in U.S. dollars unless otherwise noted.

First Quarter Highlights and Subsequent Events

·       Mind Medicine, Inc. completed its reverse takeover transaction of the Company (then called Broadway Gold Mining Ltd.) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) pursuant to the terms of an arrangement agreement entered into on October 15, 2019 (the “Arrangement Agreement”) between Broadway Gold Mining Ltd., Madison Metals Inc., Broadway Delaware Subco Inc. and the Company.

·       MindMed’s subordinate voting shares were listed for trading on the Neo Exchange Inc.

·       MindMed raised an aggregate of $18,905,850 (net of share issuance costs of $802,295) through financings completed during the quarter.

·       MindMed expanded its leading team of pharmaceutical industry veterans and advisors with deep experience of psychedelics during the quarter.

·       MindMed further developed the infrastructure in the period for its drug development platform to discover, develop and deploy psychedelic inspired medicines. As part of this process, the Company actively pursued its strategy to further grow its clinical trial collaborations and intellectual property (IP) acquisitions during this period.

  • MindMed established a psychedelics microdosing division and began preparing a Phase 2 trial for microdosing of lysergic acid diethylamide (LSD) for the treatment of Adult Attention Deficit Hyperactivity Disorder (ADHD).

Outlook and Update

  • MindMed continues advancing the development of its 18-MC drug development program through further human safety studies and is targeting to begin its Phase 2 trial of 18-MC by the end of the year.
  • MindMed is targeting to begin its Phase 2a microdosing trial of LSD for Adult ADHD by the end of the year.
  • MindMed continues to pursue new collaborations, acquisitions of IP and clinical trials to build a compelling pipeline and portfolio of psychedelic inspired medicines.

 

Financial Results

Overview

Since inception, the Company has incurred losses while advancing the research and development of its products. Comprehensive loss for the quarter ended March 31, 2020 was $7,020,797. The net loss was due primarily to transaction costs of $2,142,024 related to completion of the Arrangement, research and development expenditures of $1,803,487, compensation paid to management of $1,173,538 and legal fees of $1,045,048.

Research and Development

Research and development expenses by program for the quarter ended March 31, 2020 were as follows(1):

18-MC program                                                                                             $              585,995

LSD program                                                                                                             1,013,856

Non-program specific                                                                                                   203,635

Total                                                                                                            $            1,803,487

Note:

(1)    Research and development expenditures in the above table include all direct and indirect costs for the programs, personnel costs, intellectual property.

General and Administrative

General and administrative expenses for the quarter ended March 31, 2020 were $1,880,077 and consisted of  consulting fees, short-term benefits and other compensation, legal fees, accounting and audit, marketing, travel and other, and primarily related to the establishment of MindMed and its operations.

Cash and Working Capital

The Company’s cash and working capital at March 31, 2020 was $20,508,184 and $18,752,519, respectively. The increase in cash was primarily due to the $18,905,850 of net financings, net of the cash used in operations of $5,963,088. The increase in working capital was due mainly to the net financings.

Cash Flows from Operating Activities

Cash used in operating activities of $5,100,008 for the quarter ended March 31, 2020 was primarily due to the comprehensive loss of $7,020,797, partially offset by non-cash changes in working capital items and non-cash operating expenses.

Cash Flows from Financing Activities

Cash provided by financing activities totaled $18,905,850 for the period ended March 31, 2020. The funds were provided primarily from various financings completed prior to the Arrangement.

About MindMed

Mind Medicine (MindMed) Inc. is a neuro-pharmaceutical company that discovers, develops and deploys psychedelic inspired medicines to improve health, promote wellness and alleviate suffering. The Company’s immediate priority is to address the opioid crisis by developing a non-hallucinogenic version of the psychedelic ibogaine. In addition, the Company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines. For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTCQB: MMEDF and in Germany under the symbol DE:BGHM.

Cautionary Statements and Disclaimer: This news release contains “forward-looking information” and “forward-looking statements” within the meanings of applicable securities laws, which may include, but is not limited to, statements with respect to anticipated business plans or strategies of MindMed, the anticipated date of completion of micro-dosing studies, the timing of any drug trials, the success of its clinical trials and the ability to enter into acquisitions or collaborations to enhance its drug development platform and IP portfolio.  Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MindMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and MindMed disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. 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 such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

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Revive Therapeutics Provides Corporate Update on its Pharmaceutical Initiatives

TORONTO, May 13, 2020 – Revive Therapeutics Ltd. (“Revive” or the “Company”) (CSE: RVV), a specialty life sciences company focused on the research and development of therapeutics for medical needs and rare disorders, is pleased to provide a corporate update on its pharmaceutical programs for Bucillamine in the treatment of the coronavirus disease (“COVID-19”) and in the psychedelics area.

 

“We are advancing our main programs in COVID-19 and psychedelics with the aim to initiate clinical studies in the short-term while leveraging our assets and building our pharmaceutical-based product pipeline for long-term growth,” said Michael Frank, Revive’s Chief Executive Officer.

 

Bucillamine in the treatment of COVID-19

 

The Company is preparing along with its CRO, Pharm-Olam, the Investigational New Drug (“IND”) package to the U.S. Food and Drug Administration (“FDA”) for the proposed Phase 3 confirmatory clinical trial (“Phase 3 study”) to evaluate Bucillamine in the treatment of patients with mild-moderate COVID-19 due to the SARS-CoV-2 infection.  As previously announced,  the FDA recommended that the Company proceed directly into a confirmatory clinical trial.  Also, the Company is updating its current IND with the FDA for Bucillamine, which will not only pave the way to proceed with the Phase 3 COVID-19 study but also the IND will serve as the foundation to pursue future programs with Bucillamine in infectious diseases and inflammatory and respiratory disorders.  Revive aims to submit the FDA IND package in June 2020 and expects to obtain FDA acceptance to proceed to a Phase 3 study. The Company is also seeking to conduct a clinical study with Bucillamine in the treatment of COVID-19 in Canada and is preparing its pre-Clinical Trial Application (“pre-CTA”) package to Health Canada that will include data on the safety, efficacy, manufacturing process and clinical trial protocol of Bucillamine.  The Company estimates to have feedback from Health Canada in June 2020 and expects to initiate a clinical study as soon as possible following receipt of regulatory clearance from Health Canada.

 

Drug Delivery License and Psilocybin Research and Development

 

Further to the Company’s recent announcement in entering into a sponsored research partnership agreement with the University of Wisconsin-Madison to evaluate novel formulations and drug delivery technology focused on psilocybin-based pharmaceuticals, Revive has expanded its exclusive license of the drug delivery technology from the Wisconsin Alumni Research Foundation (“WARF”) to include all hallucinogenic compounds. The Company has a worldwide license agreement with WARF for the drug delivery technology in the research and development and commercialization of all cannabinoids and hallucinogenic compounds using the drug delivery technology which initially aims to deliver both synthetic and natural extract of psilocybin in a potential number of ways such as topical gels, creams or ointments, oral or transdermal patches, oral dosages and foams.  Revive is currently evaluating novel oral dosage forms of psilocybin, such as oral dissolvable thin films or tablets, and is working with the Reed Research Group out of the University of Wisconsin-Madison to complete formulation development with the intent to pursue clinical studies for indications currently not being evaluated with psilocybin.  In addition, the Company is exploring opportunities to sponsor an investigator-led clinical trial evaluating psilocybin in the treatment of a particular indication to be disclosed once an agreement has been finalized.

 

About Revive Therapeutics Ltd.

 

Revive is a life sciences company focused on the research and development of therapeutics for infectious diseases and rare disorders, and it is prioritizing drug development efforts to take advantage of several regulatory incentives awarded by the FDA such as Orphan Drug, Fast Track, Breakthrough Therapy and Rare Pediatric Disease designations. Currently, the Company is exploring the use of Bucillamine for the potential treatment of infectious diseases, with an initial focus on severe influenza strains including COVID-19. With its recent acquisition of Psilocin Pharma Corp., Revive is advancing the development of Psilocybin-based therapeutics in various diseases and disorders. Revive’s cannabinoid pharmaceutical portfolio focuses on rare inflammatory diseases and the company was granted FDA orphan drug status designation for the use of Cannabidiol (CBD) to treat autoimmune hepatitis (liver disease) and to treat ischemia and reperfusion injury from organ transplantation. For more information, visit www.ReviveThera.com.

 

The Company is not making any express or implied claims that its product has the ability to eliminate or cure COVID-19 (or SARS2 Coronavirus) at this time.

 

For more information, please contact:
Michael Frank
Chief Executive Officer
Revive Therapeutics Ltd.
Tel: 1 888 901 0036
Email: mfrank@fbn.436.myftpupload.com 
Website: www.revivethera.com

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

 

Cautionary Statement

 

This press release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Revive’s current belief or assumptions as to the outcome and timing of such future events. Forward looking information in this press release includes information with respect to the Offering, including the intended use of proceeds. Forward-looking information is based on reasonable assumptions that have been made by Revive at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and Revive is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. Reference is made to the risk factors disclosed under the heading “Risk Factors” in the Company’s annual MD&A for the fiscal year ended June 30, 2019, which has been filed on SEDAR and is available under the Company’s profile at www.sedar.com.

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CHAMPIGNON EXPANDS TO U.S., TO ACQUIRE CALIFORNIA BASED KETAMINE CENTRE – WELLNESS CLINIC OF ORANGE COUNTY

VANCOUVER, British Columbia, May 12, 2020 – Champignon Brands Inc. (“Champignon” or the “Company”) (CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), a human optimization sciences Company with an emphasis on ketamine and psychedelic medicine is pleased to announce that it has executed a term sheet (the “Term Sheet”) with California, U.S. based Wellness Clinic of Orange County Inc. (the “Wellness Clinic”) further advancing the Company’s North American clinical expansion.

The Wellness Clinic owns and operates a state-of-the-art ketamine infusion treatment center located within the Mission Hospital’s Laguna Beach campus. This cutting-edge clinic is an authority in ketamine infusion therapy and is actively involved in research and complementary treatment protocols. Supported by a breadth of peer reviewed studies, as well as clinical trials, intravenous ketamine has emerged as a promising treatment option for many chronic diseases, such as depression, anxiety, post-traumatic stress disorder, fibromyalgia, and certain other pain disorders.

“We are thrilled to begin executing on our North American expansion strategy by acquiring our first U.S. based, revenue generating ketamine centre- Wellness Clinic of Orange County,” said Dr. Roger McIntyre, Chief Executive Officer, Champignon. “This acquisition represents a major milestone as we begin to accelerate our vision of establishing significant scale and a sizable footprint of integrated ketamine centric clinics committed to providing innovative care and therapeutic options to improve the quality of life of patients suffering from chronic disease states that have failed conventional treatments.”

Dr. Michael Bronson of Wellness Clinic of Orange County stated: “This is an exceptional opportunity to both collaborate and scale with Dr. McIntyre and the world-class team at Champignon; with the objective of remaining at the forefront of innovation in this bourgeoning field.  We are excited for our patients, both current and future, as we work to provide them with the therapeutic options that they deserve.”

Pursuant to the Term Sheet, the Company is to acquire 100% of the Wellness Clinic and all subsidiary companies of the Wellness Clinic (the “Acquisition”) in exchange for payments over an 18-month period totalling: (a) USD $600,000; (b) 1 million common shares of Champignon (the “Initial Share Issuance”); and, (C) 500,000 common shares of Champignon payable only if the Wellness Clinic collects top-line revenue of at least USD $1,500,000, over the 18-month period, post closing (the “Second Share Issuance”). The Initial Share Issuance shall be paid upon closing of the Acquisition, subject to a 12-month escrow, with 500,000 common shares released 6 months following the closing of the Acquisition and the remaining 500,000 shares released 12-months following the closing of the Acquisition. Each of the Initial Share Issuance and the Second Share Issuance are to be issued at a price per share determined using the average trading price of the common shares in accordance with the Canadian Securities Exchange (CSE) policies and applicable securities law.

The completion of the Acquisition is subject to a number of conditions, including, but not limited to, the execution of a definitive agreement and completion of satisfactory due diligence. There can be no assurance that the Acquisition will be completed as proposed, or at all.

About Champignon Brands Inc.

Champignon Brands (CSE: SHRM) is focused on the formulation and manufacturing of novel ketamine, anaesthetics and adaptogenic delivery platforms for the nutraceutical and psychedelic medicine while being supported by a leading psychedelics medicines clinic platform. The Company is pursuing the development and commercialization of rapid onset treatments capable of improving health outcomes, such as depression and post-traumatic stress disorder (PTSD), as well as substance and alcohol use disorders. Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, the Company is conducting preclinical studies and eventual human clinical trials, with the objective of demonstrating safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or stand-alone PTSD. Champignon continues to be inspired by sustainability, as its medicinal mushroom-infused SKUs are organic, non-GMO and vegan certified. For more information, visit the Company’s website at: https://braxiascientific.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Dr. Roger McIntyre
Chief Executive Officer
T: +1 (613) 967-9655
E: info@braxiascientific.com

FOR INVESTOR INQUIRIES:
Tyler Troup
Circadian Group
E: SHRM@braxiascientific.com

FOR CHAMPIGNON BRANDS FRENCH INQUIRIES:
Remy Scalabrini, Maricom Inc.
E: rs@maricom.ca
T: (888) 585-MARI

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Champignon Brands described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.