Vireo Health Announces Third Quarter 2020 Financial Results

— Total revenue of $13.4 million increased 68 percent year-over-year —
— Gross margin of 42.7% reflects improving manufacturing efficiencies in core markets —
— Christian Gonzalez promoted to role of COO; Patrick Peters promoted to EVP of Retail —
— Revenue growth catalysts and cost discipline position Company for future margin improvement —

MINNEAPOLIS, Nov. 25, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), the science-focused, multi-state cannabis company with active operations in exclusively medical-only markets and licenses in six states and the Commonwealth of Puerto Rico, today reported financial results for its third quarter ended September 30, 2020. All currency figures referenced in this press release reflect U.S. dollar amounts.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“Our third-quarter results demonstrate the improving nature of our business and success of recent initiatives to improve operating and financial performance,” said Chairman and Chief Executive Officer, Kyle Kingsley, M.D. “For the past several quarters we’ve been focused on positioning our vertically-integrated portfolio of assets to produce sustained and profitable growth, and we believe today’s results are an encouraging indicator that we’re nearing a critical inflection point in cash flow generation from operations.”

Dr. Kingsley continued, “Thanks to the hard work of our teams improving costs and manufacturing efficiencies, Vireo is positioned to improve margins as we continue growing our Green Goods™ retail dispensary footprint and benefit from likely tailwinds of regulatory changes. Each of our current development projects remain on time and budget, and with seven new dispensaries expected to open before the end of Q1 2021 and the potential for a majority of our state-based markets to pass adult-use legislation within the next year, we believe Vireo is poised for strong improvements in revenue growth and profitability.”

Summary of Key Financial Metrics

Three Months Ended

Nine Months Ended

September 30,

September 30,

US $ in millions

2020

2019

Variance

2020

2019

Variance

Total Revenue, Including Disc. Ops

$13.4

$8.0

67.6%

$36.8

$21.0

75.6%

Reported Results

Revenue1

$11.9

$7.1

67.4%

$33.3

$19.1

74.5%

Gross Profit (Before Fair Value Adjustments)

$5.1

$1.8

190.5%

$11.9

$7.5

57.8%

Gross Profit Margin (Before Fair Value Adjustments)

42.7%

24.6%

1,809 bps

35.7%

39.5%

-380 bps

Adjusted Operating Expenses2(non-IFRS)

$6.1

$7.5

-19.2%

$18.2

$15.4

17.9%

Adjusted Operating Expenses (% of Sales) (non-IFRS)

50.8%

105.1%

-5,436 bps

54.7%

81.0%

-2,627 bps

SG&A Expenses

$2.2

$4.1

-46.5%

$6.8

$7.8

-13.0%

SG&A (% of sales)

18.2%

56.9%

-3,869 bps

20.3%

40.8%

-2,044 bps

Adjusted EBITDA (non-IFRS)

($0.7)

($5.2)

-87.1%

($5.6)

($6.6)

-14.4%

Adjusted EBITDA Margin (non-IFRS)

-5.7%

-73.5%

6,788 bps

-16.9%

-34.4%

1,755 bps

1 Reported revenue figures exclude contributions from Vireo’s former Pennsylvania cultivation and processing operations

2 Excludes depreciation and share-based compensation expenses

 

Third Quarter 2020 Financial Highlights

The Company generated revenue in seven states during the third quarter: Arizona, Maryland, Minnesota, New Mexico, New York, Ohio, and Pennsylvania. Total revenue, including contributions from discontinued operations, increased 68 percent year-over-year to $13.4 million. Reported revenue, excluding discontinued operations, was $11.9 million or an increase of 67 percent as compared to Q3 2019.

Retail revenue was approximately $9.9 million in Q3 2020, an increase of 61 percent compared to $6.2 million in Q3 2019. The increase in retail revenue was principally due to greater patient enrollment and average revenue per patient in Minnesota and New Mexico, as well as contributions from retail dispensaries in Pennsylvania. Wholesale revenue of $2.0 million increased by $1.1 million as compared to $980,921 in Q3 2019, with the increase primarily driven by the growth of wholesale operations in Maryland.

Gross profit before biological asset adjustments was $5.1 million, or 43 percent of revenue, as compared to gross profit of $1.8 million or 25 percent of revenue in the same period last year. The improvement in gross profit compared to the prior year was the result of operational efficiency gains in several markets, improved operating leverage through higher sales volumes and production facility upgrades completed last year.

Total operating expenses in the third quarter were $6.9 million, an improvement of $1.3 million or 16 percent as compared to $8.2 million in the third quarter of 2019. The reduction in operating expenses was attributable to lower professional fees and selling, general and administrative expenses including start-up expenses related to buildout and pre-revenue operations in some markets. Excluding depreciation and share-based compensation, operating expenses in the third quarter of 2020 were $6.1 million, or 51 percent of sales, as compared to $7.5 million or 105 percent of sales in the third quarter of 2019.

Total other income was $10.5 million during Q3 2020, compared to an expense of $825,868 in Q3 2019. The significant variance in other income as compared to the prior year quarter was primarily attributable to a one-time gain on the divestiture of the Company’s former Pennsylvania manufacturing and processing operations (“PAMS”) of $16.4 million. This transaction closed on August 11, 2020.

EBITDA, as described in accompanying disclosures and footnotes, was $8.1 million during Q3 2020, compared to a loss of $15.9 million in Q3 2019. Adjusted EBITDA was a loss of $675,808 in Q3 2020, as compared to a loss of $5.2 million in Q3 2019. Please refer to the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this press release for additional information.

Net income in Q3 2020 was $122,252, as compared to a net loss of $14.6 million in Q3 2019.  The favorable improvement in net income was primarily driven by the one-time gain of $16.4 million on the divestiture of the Company’s former PAMS subsidiary.

Subsequent Events

On October 1, 2020, Vireo announced that it reached a definitive agreement with Ayr Strategies Inc., to sell all the assets and liabilities of its affiliate, Ohio Medical Solutions, Inc. (“OMS”), for total consideration of $4.85 million, including $1.2 million in cash. This transaction is expected to close early next year.

On November 5, 2020, the Company announced that it entered into a non-binding term sheet with Green Ivy Capital and its affiliates for a proposed senior secured, delayed draw term loan with an aggregate principal amount of up to $46,000,000. Vireo management expects definitive loan documents for the funding of the first tranche to be executed in December 2020.

On November 9, 2020, the Company announced that it secured a purchase option on an additional 96 acres of land adjacent to its existing facilities in Fulton County, NY for a total purchase price of approximately US $1.3 million. This option could enable the Company to significantly expand its cultivation and processing capacity in the state in the event of favorable regulatory changes.

On November 13, 2020, a subsidiary of Jushi Holdings, Inc. notified Vireo of its intent to exercise its purchase option on Vireo’s subsidiary, Pennsylvania Dispensary Solutions (“PDS”) for $5.0 million cash. Vireo believes the closing of this transaction will occur in December 2020.

On November 16, 2020, the Company announced that it had exercised its right to force the redemption of all subordinate voting share purchase warrants issued to participants in the Company’s private placement offering which closed on March 10, 2020. This forced redemption is expected to result in the issuance of 13,651,574 additional subordinate voting shares and cash proceeds of approximately $10.0 million.

On November 23, 2020, the Company filed a preliminary base shelf prospectus with the securities regulators in each province of Canada, except for the Province of Quebec. The preliminary base shelf prospectus has not yet become final for the purpose of the sale of securities. The intention of the base shelf prospectus is to allow the Company to more efficiently access capital when market opportunities permit. The Company wishes to correct that the base shelf prospectus is for an amount of up to C$200 million not C$260 million as disclosed in the Company’s news release dated November 23, 2020.

This news release does not constitute an offer to sell or the solicitation of an offer to buy in the United States and the securities referred to in this news release may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 or pursuant to an applicable exemption from the registration requirements under the U.S. Securities Act of 1933 and applicable state securities laws. A copy of the preliminary base shelf prospectus can be found on SEDAR at www.sedar.com.

Leadership Update

Today the Company also announced the promotions of Christian Gonzalez to the role of Chief Operating Officer and Patrick Peters to the role of Executive Vice President of Retail.

As Chief Operating Officer, Mr. Gonzalez will lead the Company’s nationwide manufacturing, retail, and product development teams. Christian joined Vireo in 2018 as General Manager in Pennsylvania and since then has overseen major capacity expansion projects and helped optimized manufacturing efficiencies at Vireo’s cultivation and processing facilities in Minnesota, New York, Maryland, Arizona, and New Mexico. He is an engineer and entrepreneur with over 15 years of manufacturing experience in the medical device, pharmaceutical and aerospace/defense industries.

As Executive Vice President of Retail, Mr. Peters’ responsibilities include the complete oversight of Vireo’s retail, ecommerce, and wholesale sales channels. Mr. Peters joined Vireo in 2019 to lead the Company’s retail growth initiatives which focused on the expansion of Green Goods™ retail store openings and re-brandings nationwide. He has over 20 years of retail marketing experience as an executive leader at brands such as Calvin Klein, Kate Spade, and Juicy Couture.

Planned Transition from IFRS to U.S. GAAP Reporting

The Company is currently in the process of transitioning to becoming a U.S. domestic registrant, and plans to begin presenting its financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), rather than International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Beginning in 2021, the Company expects to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K with the U.S. Securities and Exchange Commission. The Company anticipates incurring one-time expenses and professional fees related to this transition of approximately $0.5 million during the fourth quarter.

Balance Sheet and Liquidity

As of September 30, 2020, the Company had 37,337,138 equity shares issued and outstanding, and 155,376,287 shares outstanding on an as-converted, fully-diluted basis.

As of September 30, 2020, total current assets were $81.3 million, including cash on hand of $16.3 million, which does not include approximately $16.0 million in expected cash proceeds resulting from the redemption of warrants and divestitures of PDS and OMS. Total current liabilities were $20.7 million, with zero debt currently due within 12 months.

Outlook Commentary

Dr. Kingsley concluded, “As we exit fiscal year 2020, we’re focused on successfully completing our capacity expansion projects in Arizona, Maryland, and New Mexico, as well as our planned dispensary openings in Maryland, Minnesota and New Mexico. However, cash inflows from the forced redemption of warrants and exercise of the PDS purchase option materialized sooner than we anticipated, and our improving liquidity position has enabled us to begin evaluating additional investment opportunities. We expect to provide the investment community with an update on development initiatives and their potential impacts to our long-term operating and financial outlook in the spring of next year.”

Conference Call and Webcast Information

Vireo Health management will host a conference call with research analysts on Wednesday, November 25, 2020 at 8:30 a.m. ET (7:30 a.m. CT) to discuss its financial results for its third quarter ended September 30, 2020. Interested parties may register to attend the conference call via the following link:  http://www.directeventreg.com/registration/event/8084816. Upon registration, each participant will be provided with call details and a registrant ID for Vireo’s conference ID number 8084816.

A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website at https://investors.vireohealth.com/events-and-presentations/default.aspx and will be archived for one year.

About Vireo Health International, Inc.

Vireo Health International, Inc. (“Vireo” or the “Company”) is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally-friendly, state-of-the-art greenhouses and other facilities and distributes its products through its growing network of Green GoodsTM retail dispensaries and through hundreds of third-party dispensaries in seven states. Vireo’s team of more than 425 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow and/or process cannabis in seven markets. The Company is operational in six of those markets – including the core markets of Arizona, Maryland, Minnesota, New Mexico, and New York. The Company holds 29 total retail dispensary licenses, of which 11 are currently open for business. For more information about Vireo, please visit www.vireohealth.com.

Additional Information

Additional information relating to the Company’s third quarter 2020 results is available on SEDAR at www.sedar.com. Vireo refers to certain non-IFRS financial measures such as adjusted net income, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, less certain non-cash equity compensation expense, one-time transaction fees, and other non-cash items. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this news release for more detailed information regarding non-IFRS financial measures.

Contact Information

Investor Inquiries:
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com 
(612) 314-8995

Media Inquiries:
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com  
(267) 221-4800

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, such information is being provided as preliminary financial results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases or indicates that certain actions, events or results “may,” “could,” “would,” “might,” “should,” or “will” “be taken,” “occur,” or “be achieved.”  Forward-looking information may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies and outlook of Vireo, and includes statements about, among other things, the value of assets, the amount of liabilities, the designation of certain businesses or assets as “core” or “non-core,” decisions about allocation of capital and other resources, future developments, the future operations, potential market opportunities including the potential effects of the approval of adult-use cannabis in one or more markets, potential opportunities to monetize assets, strengths and strategy of the Company. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements should not be read as guarantees of future performance or results. Forward-looking information includes statements with respect to the opportunities for the Company to leverage increasing scale to improve sales growth and operating performance; the anticipation that the medical-only state markets in which the Company’s subsidiaries operate could enact recreational-use legislation over the near-to mid-term future; the anticipated benefits of strategic initiatives; the effects of reduction of corporate overhead and SG&A expenses; improvement to unit economics; expansion of retail dispensaries in key markets; the expectation that such expansion will drive stronger revenue growth, operating margins and free cash flow; the anticipated closing of certain divestitures and the timing thereof; the anticipated benefits of the land purchase option acquired by the Company in New York; the Company’s anticipation that it will enter into definitive loan documents with Green Ivy Capital and receive proceeds from a resultant loan; the expectation that a preliminary base shelf prospectus will become final or that any securities will be sold under a base shelf prospectus; the anticipated share issuance and proceeds related to the Company’s redemption of all subordinate voting share purchase warrants issued to participants in the March 10, 2020, private placement; the transition of the Company’s financial reporting from IFRS to U.S. GAAP; and updates on actual and proposed development initiatives, including estimates of the timing of completion of such initiatives. Forward-looking information includes both known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue and cash on hand may differ materially from the revenue and cash values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct, including preliminary financial expectations regarding the annualized reduction of corporate overhead and SG&A expenses. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to preliminary financial results being subject to the completion of the Company’s financial closing procedures and not being audited or reviewed by the Company’s independent registered public accounting firm; the timing of recreational-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to the COVID-19 pandemic; federal, state, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; limited operating history; changes in laws, regulations and guidelines; operational, regulatory and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; foreign private issuer status and the risk factors set out in the Company’s listing statement dated March 19, 2019, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the Company’s registration statement on Form 10, filed November 5, 2020 on EDGAR with the U.S. Securities and Exchange Commission.

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Supplemental Information

The financial information reported in this press release is based on audited financial statements for the fiscal year ended December 31, 2019 and unaudited condensed interim consolidated financial statements for the third quarter ended September 30, 2020. All financial information contained in this press release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this press release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this press release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

VIREO HEALTH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

As at September 30, 2020 and December 31, 2019

September 30,

December 31,

(Unaudited – Expressed in United States Dollars)

2020

2019

ASSETS

Current Assets

Cash

$                16,281,768

$                  7,641,673

Restricted Cash

1,592,500

1,592,500

Note Receivable

3,750,000

Receivables

619,491

1,025,963

Inventories

38,343,055

32,437,308

Biological Assets

13,513,582

6,134,209

Prepaid Expenses

2,365,580

2,285,548

Deferred acquisition costs

28,136

28,136

Assets Held for Sale

4,787,026

81,281,138

51,145,337

Non-Current Assets

Right of Use Asset

19,369,077

25,921,603

Property and Equipment

15,155,239

13,326,337

Deposits

1,648,423

2,651,366

Deferred Loss on Sale Leaseback

30,481

Goodwill

3,132,491

3,132,491

Intangible Asset

8,562,776

9,001,237

47,868,006

54,063,515

Total Assets

$            129,149,144

$            105,208,852

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts Payable and Accrued Liabilities

$                7,725,246

$                3,140,086

Current portion of Right of Use Liability

776,541

619,827

Warrant Liability

8,587,565

Liabilities Held for Sale

3,637,026

20,726,378

3,759,913

Long-Term Liabilities

Deferred Income Taxes

12,715,000

4,528,000

Right of Use Liability

22,011,662

28,665,681

Long-Term Debt

1,110,000

1,110,000

Convertible debt

833,408

817,446

57,396,448

38,881,040

Shareholders’ Equity

Share Capital

122,511,602

118,453,142

Reserves

20,207,921

7,962,509

Retained Earnings

(70,966,827)

(60,087,839)

71,752,696

66,327,812

Total Liabilities and Equity

$            129,149,144

$            105,208,852

 

 

VIREO HEALTH INTERNATIONAL, INC. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

 Three Month 

 Three Month 

 Period Ended 

 Period Ended 

For the Three Months Ended September 30, 2020 and 2019

September 30,

September 30,

(Unaudited – Expressed in United States Dollars)

2020

2019

REVENUE

$             11,942,640

$                           7,136,222

Production Costs

(6,846,390)

(5,381,906)

Gross Profit Before Fair Value Adjustments

5,096,250

1,754,316

Realized Fair Value Amounts Included in Inventory Sold

(5,879,438)

(844,142)

Unrealized Fair Value Gain on Growth of Biological Assets

2,908,834

(7,839,571)

Gross Profit

2,125,646

(6,929,397)

EXPENSES

Depreciation

355,450

515,486

Professional fees

546,128

1,421,033

Salaries and wages

3,347,061

2,023,027

Selling, general and administrative expenses

2,170,871

4,058,524

Share Based Compensation

524,052

229,916

6,943,562

8,247,986

OTHER INCOME (EXPENSE)

Loss on sale of property and equipment

(4,752)

Gain on disposal of assets

16,437,897

Loss on assets held for sale

(446,544)

Interest expense, net

(1,356,834)

(871,781)

Accretion expense

(19,669)

(72,976)

Gain (Loss) on Derivative Liability

(4,066,335)

Inventory adjustment

(151,328)

346,493

Other income (expense)

138,645

(222,852)

Total Other Income (Expense)

10,535,832

(825,868)

 INCOME (LOSS) BEFORE INCOME TAXES 

5,717,916

(16,003,251)

Current income taxes

(2,674,900)

346,000

Deferred income taxes

(3,390,000)

3,160,000

PROVISION FOR INCOME TAXES

(6,064,900)

3,506,000

LOSS AND COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS

(346,984)

(12,497,251)

LOSS AND COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS

469,236

(2,068,255)

TOTAL LOSS AND COMPREHENSIVE LOSS

$                  122,252

$                       (14,565,506)

Weighted Average Shares Outstanding – basic and diluted

98,871,038

24,299,953

Net Loss Per Share – basic and diluted

 – Continuing Operations

(0.00)

(0.51)

 – Discontinued Operations

0.00

(0.09)

 

 

VIREO HEALTH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

Nine Months
Ended

Nine Months

Ended

For the Nine Months Ended September 30, 2020 and 2019

September 30,

September 30,

(Unaudited – Expressed in United States Dollars)

2020

2019

Cash Flows from Operating Activities:

Net Loss

$           (10,878,988)

$        (19,884,720)

Items Not Affecting Cash:

Depreciation and Amortization

1,607,649

2,101,142

Loss on Sale of Property and Equipment

35,449

(5,652)

Share Based Compensation

12,245,412

686,868

Gain on disposal of business

(16,437,897)

Loss on assets held for sale

446,544

Loss on derivative liability

5,032,537

Fair Value Adjustment on Sale of Inventory

18,842,382

11,433,782

Fair Value Adjustment on Growth of Biological Assets

(35,022,153)

(11,994,442)

Interest Expense

3,805,740

1,694,898

Deferred Income Taxes

7,952,000

(1,508,000)

Deferred financing and acquisition costs

1,836,750

Listing expense

2,994,606

Amortization of deferred tenant improvements

(175,341)

Deferred gain/loss on sale leaseback

30,481

1,906

Cash flows used in discontinued Operations

2,363,077

1,624,119

Changes in non-cash working capital

3,889,776

(5,174,015)

Cash Flows Used in Operating Activities

(6,087,991)

(16,368,099)

Cash Flows from Investing Activities:

Purchase of Property and Equipment

(4,017,205)

(6,188,681)

Proceeds on sale of Property and Equipment

982,391

Acquisition Costs

(15,937,223)

Divestitures

16,637,489

Deposits

30,943

(15,222)

Cash flows used in discontinued Operations

(188,718)

(240,910)

Cash Flows from ( Used in) Investing Activities

12,462,509

(21,399,645)

Cash Flows from Financing Activities:

Proceeds from private placement, net of issuance costs

7,613,490

47,542,878

Lease payments

(479,504)

(73,972)

Interest Paid

(3,423,454)

(1,398,298)

Cash flows used in discontinued Operations

(1,291,809)

(1,564,266)

Cash Flows from Financing Activities

2,418,723

44,506,342

Net Change in Cash

$               8,793,241

$            6,738,598

Cash, Beginning of the Period

7,641,673

9,624,110

Cash, End of the Period

$             16,434,914

$          16,362,708

 

Reconciliation of Non-IFRS Financial Measures

EBITDA, Adjusted EBITDA, and Adjusted Operating Expenses are non-IFRS measures and do not have standardized definitions under IFRS. The following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented.

Reconciliation of Net Loss to Adjusted EBITDA

Three Months Ended

September 30,

2020

2019

Net income (loss)

$            122,252

$    (14,565,506)

Interest expense, net

1,356,834

871,781

Accretion expense

19,669

72,976

Income taxes

6,064,900

(3,506,000)

Depreciation

355,450

515,486

Amortization

153,357

727,731

EBITDA (non-IFRS)

$          8,072,462

$    (15,883,532)

Net fair value adjustments

2,970,604

8,683,713

Gain (Loss) on Derivative Liability

4,066,335

Inventory adjustment

151,328

(346,493)

Share-based compensation

524,052

229,916

(Gain)/Loss from discontinued operations

(469,236)

2,068,255

Loss on assets held for sale

446,544

Gain on sale of discontinued operations

(16,437,897)

Adjusted EBITDA (non-IFRS)

$          (675,808)

$     (5,248,141)

Net Loss Per Share – basic and diluted for the nine months ended September 30, 2020 and 2019 was $(0.12) and $(0.00), respectively.

 

 

Reconciliation of Total Operating Expenses to Adjusted Operating Expenses

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Total Operating Expenses

$    6,943,562

8,247,986

$  31,663,589

17,193,745

Depreciation

-355,450

-515,486

-1,200,729

-1,057,566

Share-based compensation

-524,052

-229,916

-12,245,412

-686,868

Adjusted Operating Expenses

6,064,060

7,502,584

18,217,448

15,449,311

% of Revenue

50.8%

105.1%

54.7%

90.1%

 

 

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SOURCE Vireo Health International, Inc.

Vireo Health Announces Forced Redemption of Warrants Issued in Conjunction with March 2020 Private Placement

— Successful financing helped drive improvements in operating performance —
— Management expects redemptions to result in CAD $13.1 million of cash proceeds —

MINNEAPOLIS, Nov. 16, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), the science-focused, multi-state cannabis company with active operations in exclusively medical-only markets and licenses in seven states and the Commonwealth of Puerto Rico, today announced that it has exercised its right to force the redemption of all subordinate voting share purchase warrants (the “Warrants”) issued to participants in the Company’s previously-announced private placement offering, which closed on March 10, 2020 (the “Offering”).

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

Each Warrant issued in conjunction with the Offering entitles the holder to purchase one subordinate voting share in the capital of Vireo for a period of three years from the date of issuance at an exercise price of CAD $0.96 per share, subject to adjustment in certain events. Vireo retained the right to require the redemption of these Warrants if the Company’s five-day volume-weighted-average-price (“VWAP”) on the Canadian Securities Exchange (CSE) exceeded CAD $1.44. This milestone was achieved during the trading period from November 3, 2020 through November 9, 2020. Management expects these redemptions to result in the issuance of 13,651,574 additional subordinate voting shares and cash proceeds of approximately CAD $13.1 million prior to the close of the current November.

Chairman and Chief Executive Officer, Kyle Kingsley, M.D., commented, “The private placement offering we completed earlier this year was priced modestly to balance the near-term requirements of our business with the long-term interests of shareholders. We invested that capital prudently to position Vireo to begin generating positive cash flow. We remain pleased with the trajectory of our operating performance since March and expect to utilize a portion of the proceeds from these redemptions to fund additional investments consistent with our strategy of increasing scale and margins in our core markets.”

About Vireo Health International, Inc.

Vireo Health International, Inc. (“Vireo” or the “Company”) is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally-friendly, state-of-the-art greenhouses and other facilities and distributes its products through its growing network of Green GoodsTM retail dispensaries and through hundreds of third-party dispensaries in seven states. Vireo’s team of more than 425 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow and/or process cannabis in eight markets. The Company is operational in seven of those eight markets – including the core markets of Arizona, Maryland, Minnesota, New Mexico, and New York. The Company holds 32 total retail dispensary licenses, of which 13 are currently open for business and seven more are in development. For more information about Vireo Health, please visit www.vireohealth.com.

Caution Regarding Forward-Looking Statements

This press release contains statements that Vireo believes are, or may be considered to be, “forward-looking statements” as defined in applicable securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of the Company. All statements other than statements of historical fact included in this release regarding the prospects our prospects, plans, financial position or business strategy, including statements expressing the expectation that Vireo will enter into the “Credit Facility,” or the date any transaction is expected to close and/or fund, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” or “will,” “be taken,” “occur,” or “be achieved,” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or on SEDAR, or may be contained in press releases or oral statements made by or with the approval of one of Vireo’s authorized executive officers. Although Vireo believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot provide assurances these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. The reader should not place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, Vireo undertakes no obligation to revise or publicly release the results of any revision to any forward-looking statements. The reader is advised, however, to consult any additional disclosures Vireo makes in its reports filed on SEDAR or to the SEC, or in future press releases. All subsequent written and oral forward-looking statements attributable to Vireo or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this cautionary statement.

Media Inquiries

Investor Inquiries

Albe Zakes

Sam Gibbons

Vice President, Corporate Communications 

Vice President, Investor Relations

albezakes@vireohealth.com

samgibbons@vireohealth.com  

(267) 221-4800

(612) 314-8995

 

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SOURCE Vireo Health International, Inc.

COMPASS Pathways plc announces financial results for third quarter 2020

Highlights include $146.6 million IPO, continued progress with phase IIb psilocybin therapy clinical trial, strengthened board and leadership team, and launch of Drug Discovery Center


Third quarter and post-period highlights:

  • Completed upsized initial public offering (IPO) on Nasdaq, raising $146.6 million
  • Continued to progress phase IIb clinical trial of COMP360 psilocybin therapy for treatment-resistant depression
  • Strengthened board and leadership team with appointments of Linda McGoldrick as non-Executive Director; Greg Ryslik as Senior Vice President, Data Science, Machine Learning and Digital Health Research; and Stephen Schultz as Senior Vice President, Investor Relations
  • Established Drug Discovery Center with the University of the Sciences in Philadelphia, PA

Conference call today at 1.00pm GMT (8.00am ET)

COMPASS Pathways plc (Nasdaq: CMPS), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, today reported its financial results for the third quarter of 2020 and gave an update on recent progress across its business.

George Goldsmith, Chairman, CEO and Co-founder, COMPASS Pathways, said, “This has been a significant quarter, with an IPO that gives us the funds needed to advance our mission and transform mental health care. Recent hires for the company build further important expertise within our strong leadership team, including in data science and digital health, which will be core to the future of mental health care. We remain fully focused on execution of our phase IIb trial investigating our COMP360 psilocybin therapy for treatment-resistant depression and, with scientific partners in our recently established Drug Discovery Center, are also evaluating the potential of early stage compounds to address mental health challenges.”

Corporate highlights

In September 2020, we completed our IPO of 8,625,000 American Depositary Shares (ADSs) representing 8,625,000 ordinary shares at a price of $17.00 per ADS. This included 1,125,000 additional ADSs issued upon the exercise in full by the underwriters of their option to purchase additional ADSs. The total gross proceeds from the offering were $146.6 million. All ADSs sold in the offering were offered by COMPASS. The ADSs began trading on the Nasdaq Global Select Market on 18 September 2020.

Business highlights

We have continued to make steady progress with our phase IIb clinical trial of COMP360 psilocybin therapy for treatment-resistant depression. We are opening a new trial site in Berlin, Germany, this month, bringing our trial to 21 sites in 10 countries. While the COVID-19 pandemic has impacted our trial, our plan to report data from this trial in late 2021 remains unchanged. We are working closely with our trial sites to carefully assess the ongoing COVID-19 situation and will always put the safety of patients and our teams above everything else.

Our team has continued to expand and we have been pleased to welcome several new colleagues to our leadership team during the quarter and post-period. Linda McGoldrick joined our board of directors in September 2020, bringing healthcare and life sciences experience from a range of public and private companies, and non-profit organisations, including Financial Health Associates International, Zillion Inc, Veos plc, and Kaiser Permanente International. In 2018, Linda was appointed by the Governor of Massachusetts to serve on the state’s Health Information Technology Commission. Greg Ryslik PhD joined us on 9 November 2020 as Senior Vice President, Data Science, Machine Learning and Digital Health Research, and Stephen Schultz will join us on 1 December 2020 as Senior Vice President, Investor Relations. Greg is a data scientist and AI (artificial intelligence) executive; he is an instructor at Stanford Continuing Studies and has held senior positions at Mindstrong and at Tesla Inc. Stephen has more than 30 years’ experience in investor relations and joins us from GW Pharmaceuticals; he has previously held senior roles at Amarin Corporation, Acusphere, and Shareholder.com. Earlier in the quarter, Steve Levine MD joined us as Vice President, Patient Access; Steve was formerly Founder and CEO at Actify Neurotherapies. Sarah Bateup was appointed Head of Therapy Research and Training, having previously been Chief Clinical Officer at Ieso Digital Health.

On 5 August 2020, we entered into a sponsored research agreement with the University of the Sciences in Philadelphia, PA, to establish a Drug Discovery Center. The Center is exploring and developing optimised psychedelic and other early stage compounds targeting the 5HT2A receptor, a receptor in the brain that is recognised as a promising target in the treatment of mental health illnesses.

In July 2020, we were granted our second UK patent, adding to our US patent and German utility model, and including claims covering crystalline psilocybin, pharmaceutical formulations, medical uses, and a method of manufacturing. Our US patent, granted in December 2019, was the subject of a petition for post grant review, filed on 21 February 2020; the petition was dismissed on the merits on 20 August 2020.

We continue to work with a number of academic and other partners to accelerate research or to provide our COMP360 psilocybin for use in their independent studies. We are providing funding and support to the Aquilino Cancer Center at Adventist HealthCare Shady Grove Medical Center, in Rockville, MD, which recently launched the first clinical trial of psilocybin therapy with simultaneous administration and one-on-one patient support to treat depression in cancer patients.

Earlier this month, we joined the Psychiatry Consortium, an international collaboration of medical research charities and pharmaceutical companies focused on the challenge of identifying and validating novel drug targets to address the unmet therapeutic needs of people living with mental health conditions. We will work alongside Psychiatry Consortium members and academic partners to advance research projects, providing support through access to funding, expertise, and commercialisation know-how. The Psychiatry Consortium seeks project proposals from the global psychiatric research community via biannual open calls for applications – the next call for applications will open in January 2021.

Financial highlights

Cash position: We held cash and cash equivalents of $196.5 million as of 30 September 2020, compared with $67.6 million at 30 June 2020. This is expected to fund operations into 2023.

Research & development expenses: R&D expenses were $6.9 million for the three months ended 30 September 2020, compared with $3.1 million during the same period in 2019. The change was primarily related to increased activities associated with our ongoing development of COMP360, increased share-based compensation, and other increases in personnel costs to support the development of COMP360.

R&D expenses were $18.8 million for the nine months ended 30 September 2020, compared with $8.0 million during the same period in 2019. The change was primarily related to increased activities associated with our ongoing development of COMP360, increased share-based compensation, and other increases in personnel costs to support the development of COMP360.

General and administrative expenses: G&A expenses were $6.6 million for the three months ended 30 September 2020, compared with $3.1 million during the same period in 2019. $2.1 million of the increase was related to share-based compensation expenses, and there were also increases in legal and professional fees, personnel and consulting expenses, and facilities costs.

G&A expenses were $21.1 million for the nine months ended 30 September 2020, compared with $5.9 million during the same period in 2019. $9.7 million of the increase was related to share-based compensation expenses, and there were also increases in legal and professional fees, personnel and consulting expenses, and facilities costs.

Other income (expense), net: Other income (expense), net was a net expense of $3.1 million for the three months ended 30 September 2020, compared with a net income of $0.6 million during the same period in 2019. $4.3 million of the increase in net expense related to foreign exchange losses.

Other income (expense), net was a net expense of $1.5 million for the nine months ended 30 September 2020, compared with a net income of $1.9 million during the same period in 2019. $3.3 million of the increase in net expense related to foreign exchange losses.

Net loss: The net loss for the three months ended 30 September 2020 was $16.7 million, or $1.30 loss per share, (after including non-cash share-based compensation expense of $5.2 million), compared with $5.7 million, or $0.73 loss per share, during the same period in 2019 (after including non-cash share-based compensation expense of $1.8 million).

The net loss for the nine months ended 30 September 2020 was $41.5 million, or $3.90 loss per share, (after including non-cash share-based compensation expense of $16.6 million), compared with $12.0 million, or $1.68 loss per share, during the same period in 2019, (after including non-cash share-based compensation expense of $2.5 million).

Conference call

The COMPASS Pathways management team will host a conference call at 1.00pm GMT (8.00am ET) on 12 November 2020. The call can be accessed by dialling (833) 665-0659 from the United States, +1 (914) 987-7313 internationally, and 0800 028 8438 from the UK, followed by the conference ID: 9377988.

The call will also be webcast live on the investors section of the COMPASS Pathways website (ir.compasspathways.com). The webcast will be archived for 30 days.

 

About COMPASS Pathways

COMPASS Pathways plc (Nasdaq: CMPS) is a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are suffering with mental health challenges and who are not helped by current treatments. We are pioneering the development of a new model of psilocybin therapy, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has been designated a Breakthrough Therapy by the US Food and Drug Administration (FDA), for treatment-resistant depression (TRD), and we are currently conducting a phase IIb clinical trial of psilocybin therapy for TRD, in 21 sites across Europe and North America. We are headquartered in London, UK, with offices in New York, USA. Our vision is a world of mental wellbeing. www.compasspathways.com

 

Availability of other information about COMPASS Pathways

Investors and others should note that we communicate with our investors and the public using our website (www.compasspathways.com), our investor relations website (ir.compasspathways.com), and on social media (Linkedin), including but not limited to investor presentations and investor fact sheets, US Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in us to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include additional social media channels. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, forward-looking statements can be identified by terminology such as “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “objective”, “anticipate”, “believe”, “contemplate”, “estimate”, “predict”, “potential”, “continue” and “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond COMPASS’s control and which could cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.

These risks, uncertainties, and other factors include, among others: preclinical and clinical development is lengthy and uncertain, and therefore our preclinical studies and clinical trials may be delayed or terminated, or may never advance to or in the clinic; and those risks and uncertainties described under the heading “Risk Factors” in COMPASS’s Prospectus filed with the US Securities and Exchange Commission (SEC) on 21 September 2020 and in subsequent filings made by COMPASS with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, COMPASS disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on COMPASS’s current expectations and speak only as of the date hereof.

 

Enquiries

COMPASS Pathways
Tracy Cheung, tracy@compasspathways.com, +44 7966 309024
Amy Lawrence, amy@compasspathways.com, +44 7813 777919

Westwicke (for investor enquiries)
Stephanie Carrington, stephanie.carrington@westwicke.com, +1 646 277 1282

Vireo Health to Report Third Quarter 2020 Results on November 25, 2020

MINNEAPOLIS, Nov. 11, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), the science-focused multi-state cannabis company with active operations in exclusively medical-only markets and licenses in seven states and the commonwealth of Puerto Rico, today announced that it will report financial results for its third quarter ended September 30, 2020 on Wednesday, November 25, 2020 before the market opens.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

The Company will hold a conference call and webcast to discuss its business and financial results that same day at 8:30 a.m. Eastern Time (7:30 a.m. Central Time). Interested parties may register to attend the conference call via the following link: http://www.directeventreg.com/registration/event/8084816. Upon registration, each participant will be provided with call details and a registrant ID for Vireo’s conference ID number 8084816. A live audio webcast of the call will also be available in the Events & Presentations section of Vireo’s website at https://investors.vireohealth.com/events-and-presentations/default.aspx. A webcast replay will be made available for one year on Vireo’s website.

About Vireo Health International, Inc.

Vireo Health International, Inc. (“Vireo” or the “Company”) is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally-friendly, state-of-the-art greenhouses and distributes its products through its growing network of Green Goods™ retail dispensaries and through hundreds of third-party dispensaries in seven states. Vireo’s team of more than 300 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow and/or process cannabis in eight markets. The Company is operational in seven of those eight markets – including the core markets of Arizona, Maryland, Minnesota, New Mexico, New York, Pennsylvania. The Company holds 32 total retail dispensary licenses, of which 13 are currently open for business. For more information about Vireo Health, please visit www.vireohealth.com.

Contact Information

Investor Inquiries
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

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SOURCE Vireo Health International, Inc.

Vireo Health Celebrates Fifth Anniversary of First New York Cannabis Harvest with Expansion Plan in Fulton County

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Vireo Health and Green Ivy Capital Agree to Proposed U.S. $46.0 Million Senior Secured Non-Convertible Credit Facility

— First tranche of U.S. $10.0 million net expected to close in December —
— Facility demonstrates confidence of capital markets with continued access to financing —
— Improved liquidity would provide flexibility to pursue high-return growth opportunities —

MINNEAPOLIS, Nov. 5, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), the science-focused, multi-state cannabis company with active operations in exclusively medical-only markets and licenses in seven states and the Commonwealth of Puerto Rico, today announced that it entered into a non-binding term sheet with Green Ivy Capital and its affiliates (the “Lenders”) on a senior secured, delayed draw term loan (the “Credit Facility”) with an aggregate principal amount of up to $46,000,000. The Lenders are not obligated to fund unless and until definitive loan documents are executed, which is anticipated in December.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

The Credit Facility is non-convertible, has a three-year term, and loans issued under the facility will bear interest at a fixed annual rate of 13.25%. For all advances under the facility, the term sheet specifies that the Lenders shall receive warrants at a rate of 30% warrant coverage based on the gross amount of each tranche advanced, with a warrant strike price equal to a 15% premium to the closing price on the trading day immediately preceding each funding date. A first tranche of U.S. $10.0 million, net of fees and closing costs is expected to close in December, subject to execution of definitive documents, with additional tranches subject to certain performance metrics or regulatory developments. Vireo intends to use proceeds of the loan to support working capital, organic growth, and acquisition opportunities.

“We’re very pleased at the prospect of additional non-dilutive financing to help fund our growth, especially considering our concerns about the potential dilutive impacts of equity offerings at current prices and the considerable upside we continue to foresee in each of our core markets,” said Chairman and Chief Executive Officer, Dr. Kyle Kingsley. “Most importantly, this facility would allow Vireo to continue pursuing first-mover’s advantages in our five core markets, most of which are anticipated to transition to adult use sometime in 2021. We remain committed to being strong stewards of capital for our shareholders while executing against our growth and profitability initiatives.”

John Mazarakis, Principal of Green Ivy, commented, “Vireo has leadership positions in several of the most attractive cannabis markets in the United States, and the Company’s improving operations and potential to benefit from an regulatory catalysts attracted us to this opportunity. We are looking forward to partnering with Vireo’s management team and providing them the necessary support to execute their growth strategy.”

Other Information

The Canadian Securities Exchange (CSE) has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.

Caution Regarding Forward-Looking Statements

This press release contains statements that Vireo believes are, or may be considered to be, “forward-looking statements” as defined in applicable securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of the Company. All statements other than statements of historical fact included in this release regarding the prospects our prospects, plans, financial position or business strategy, including statements expressing the expectation that Vireo will enter into the “Credit Facility,” or the date any transaction is expected to close and/or fund, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” or “will,” “be taken,” “occur,” or “be achieved,” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or on SEDAR, or may be contained in press releases or oral statements made by or with the approval of one of Vireo’s authorized executive officers. Although Vireo believes that the expectations reflected in these forward-looking statements are reasonable, the Company cannot provide assurances these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. The reader should not place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. Risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, Vireo undertakes no obligation to revise or publicly release the results of any revision to any forward-looking statements. The reader is advised, however, to consult any additional disclosures Vireo makes in its reports filed on SEDAR or to the SEC, or in future press releases. All subsequent written and oral forward-looking statements attributable to Vireo or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this cautionary statement.

About Vireo Health International, Inc.

Vireo Health International, Inc. (“Vireo” or the “Company”) is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally-friendly, state-of-the-art greenhouses and distributes its products through its growing network of Green GoodsTM retail dispensaries and through hundreds of third-party dispensaries in seven states. Vireo’s team of more than 300 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow and/or process cannabis in eight markets. The Company is operational in seven of those eight markets – including the core markets of Arizona, Maryland, Minnesota, New Mexico, New York, Pennsylvania. The Company holds 32 total retail dispensary licenses, of which 13 are currently open for business. For more information about Vireo Health, please visit www.vireohealth.com.

About Green Ivy Capital / Chicago Atlantic

Green Ivy Capital, LLC (“Green Ivy”) manages a diversified portfolio of credit investments in the cannabis space and is actively investing across the value chain. Green Ivy is an affiliate of Chicago Atlantic Group, LLC (“Chicago Atlantic”), an asset management firm specializing in direct lending and opportunistic private credit investing. Founded in 2018 by Tony Cappell, John Mazarakis, and Andreas Bodmeier, Chicago Atlantic seeks to capitalize on North American investment opportunities that are time-sensitive, complex, or in dislocated markets, where risk is fundamentally mispriced.

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

Investor Inquiries
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995

 

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SOURCE Vireo Health International, Inc.

COMPASS Pathways plc to participate in Berenberg and Evercore investor conferences

COMPASS Pathways plc (Nasdaq: CMPS), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, announced today that members of its management team will participate in two upcoming online investor conferences.

On 13 November, COMPASS will be holding 1:1 investor meetings at the Berenberg US CEO Conference.

On 2 December, George Goldsmith, Chairman, CEO and Co‑founder, COMPASS Pathways, will host a fireside chat at 8.00am ET, at the Evercore ISI 3rd Annual HealthCONx Conference. COMPASS will also be holding 1:1 investor meetings at the conference from 1-2 December.

About COMPASS Pathways

COMPASS Pathways plc (Nasdaq: CMPS) is a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are suffering with mental health challenges and who are not helped by current treatments. We are pioneering the development of a new model of psilocybin therapy, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has been designated a Breakthrough Therapy by the US Food and Drug Administration (FDA), for treatment-resistant depression (TRD), and we are currently conducting a phase IIb clinical trial of psilocybin therapy for TRD, in 20 sites across Europe and North America. We are headquartered in London, UK, with offices in New York, USA. Our vision is a world of mental wellbeing. www.compasspathways.com

Enquiries

COMPASS Pathways
Tracy Cheung, tracy@compasspathways.com, +44 7966 309024
Amy Lawrence, amy@compasspathways.com, +44 7813 777919

Westwicke (for investor enquiries)
Stephanie Carrington, stephanie.carrington@westwicke.com, +1 646 277 1282

When Will Psychedelics be Legal in the United States?

With all eyes on the US election, we are sure that those in the psychedelic medicine sphere wonder what this could mean for the future of psychedelic medicine in the United States.

The US is home to many crucial networks and institutes that are moving the psychedelic agenda forward in any way they can. Among them, we spotted Dr. Bronner’s—a mighty wind beneath the wings of several psychedelic campaigns and initiatives—setting a great example by providing voter registration booths, giving workers a half-day off on November 3rd, with full day’s pay to encourage employees to vote.

We are in awe of these efforts and recognize the need for voters to ensure that these entities remain intact and that their funding and support don’t dry up post-election—no matter what the results.

When Will Psychedelics become Legal in the United States?

Polarized for decades, the American perception of psychedelics currently the gamut from novice, to skeptical, to overzealous. As a result, it can be challenging to zero in on which narrative is speaking the most to voters and politicians, many of whom have not voiced a definite opinion about psychedelics. Yet.

One politician who goes against the grain in regards to psychedelic medicine is Rep. Alexandria Ocasio-Cortez. Although the House of Representatives rejected it, Ocasio-Cortez did try to introduce a bill that would have removed an existing rider that scientists say inhibits research into the therapeutic potential of Schedule I controlled substances such as psilocybin, MDMA, and marijuana.

Nevertheless, the congresswoman, who has voiced support for groups like Decriminalize Nature NYC, promises to introduce more psychedelics legislation in Congress.

The FDA recently greenlit clinical trials for psilocybin and MDMA, designating both as “breakthrough therapy” for chronic conditions like depression and PTSD, respectively — with some wildly impressive results. Breakthrough therapy status essentially puts drugs on the fast-track to legality as medications for mental health. While voting for a president on November 3rd, the citizens of Oregon and the District of Columbia could also vote to decriminalize naturally-occurring psychedelics like psilocybin. For these reasons and more, Rolling Stone has published a prediction that psychedelics “will be legal as pharmaceuticals in the next decade.”

In a recent interview with PsyTech, Entheon’s CEO, Timothy Ko was asked what he thinks the impact of the election will be on the psychedelic industry. “With the election being so dynamic and divisive it is hard to get a grip through the noise on what the platforms for candidates are as they apply to psychedelic medicine. Much of the approvals and granting of breakthrough status have come under the current administration so there has been no indicator of cultural resistance, but the reasoning is often suggested that a democratic presidency would be more culturally lenient, and  some of Biden’s platform positions indicate a relaxed attitude to cannabis. Whatever the case may be, the pandemic has highlighted a need for mental health treatments, and there we do require leadership when it comes to the effects of the lockdowns on mental health and substance use.”

Psychedelics Save Lives

As evidenced by increasing rates of substance-related overdoses and deaths, societies worldwide are ill-equipped and overburdened in managing and mitigating the growing mental health crisis.

Efforts to dampen the spread of COVID-19 through social distancing and shutdowns have kept the caseloads in those compliant areas relatively low compared to other jurisdictions globally. But the overall health of the global population has deteriorated over this year, with more people turning to drugs, alcohol, tobacco and other dopamine-stimulating “addictive” behaviours to cope with the stress.

The World Health Organization estimates that around 31 million people currently struggle with substance abuse issues alone. But that’s not the full story.

Addiction expert Dr. Gabor Maté defines addiction as any behaviour with negative consequences that one persists, pursues and craves despite those negative consequences. Dr. Maté’s definition helps to clarify why repetitive destructive behaviours – addictions and compulsions, with or without the involvement of a substance – are a massive, global problem.

The Entheon Biomedical team believes there are better recovery solutions out there, options that are rooted in innovations, new scientific findings, and the tremendous potential worth exploring in psychedelic medicines.

Studies show us that psychedelics can help create enduring positive changes to an individual’s mood, interpersonal relationships, attitudes, and beliefs. According to newly published results from MAPS, these substances are cost-effective too.

No matter which way the American election goes, Entheon Biomedical’s core mission will remain the same. We will continue to investigate, manufacture, and commercialize scientifically valid treatment options that are FDA, EMA and Health Canada approved to address the mounting public crisis of substance use disorders.

Core One Labs Signs Letter of Intent to Sell Certain Assets

Vancouver, British Columbia, Canada – October 30, 2020 – Core One Labs Inc. (CSE: COOL), (OTCQX: CLABD), (Frankfurt: LD62, WKN: A2P8K3) (the “Company”) is pleased to announce it has entered into a Letter of Intent (the “LOI”) with High Tower Capital Inc. (“High Tower”) dated effective October 15, 2020 to sell certain assets and subsidiaries to High Tower for CAD$3,000,000 and the assumption of USD$4,015,885 in related liabilities. High Tower will also assume all ongoing obligations related to the Assets (as defined below).

Core One has successfully engaged in negotiations to sell off non-core assets of the business, allowing it to focus on entering the psychedelic space and the continued development of its CannaStripTM technology. The additional capital generated from this sale will be used to further develop the thin strip technologies for use with psilocybin, as well as expanding the newly acquired psychedelic assets. In addition to the money coming in from the sale of the asset, this move also significantly reduces the monthly capital outlays the Company had been paying, resulting in cash to be allocated to strategic initiatives designed at increasing visibility in the psychedelic space.

“Reducing Core One’s capital outlays on non-core assets is essential to repositioning the company in the psychedelic space. I believe the psychedelic space is poised to become the next large pharmaceutical breakthrough in addressing both alcohol and opioid addiction, as well as anxiety and depression. The global market size for the treatment of these conditions is substantial, and the Company is excited to be part of these developments. By adapting our existing technology to become an effective and safe delivery method for psilocybin, Core One has the ability to become a leader in this space,” said Joel Shacker CEO of the company.

Terms of the LOI

In consideration for the acquisition of the Assets, High Tower will complete a series of cash payments to the Company totaling CAD$3,000,000 (collectively, the “Consideration Payments”) and will assume responsibility for all outstanding liabilities and obligations of Rêveur, Core, CSPA, AgroCo, SciCo, AgroLLC and DevCo, (all as defined below) including all ongoing employment obligations and certain additional liabilities of the Company associated with the Assets.

The Assets are comprised of the following:

  1. all of the issued and outstanding share capital of Rêveur Holdings Inc. (“Rêveur”), a California corporation, including its principal assets which are all of the issued and outstanding share capital of Core Isogenics Inc. (“Core”), a California corporation, and CSPA Group, Inc. (“CSPA”), a California corporation;
  2. all of the issued and outstanding share capital of LDS Agrotech Inc. (“AgroCo”), a Nevada corporation, held by the Company which represents seventy-five percent (75%) of the outstanding share capital of AgroCo;
  3. all of the issued and outstanding share capital of LDS Scientific Inc. (“SciCo”), a Nevada corporation, held by the Company which represents seventy-five percent (75%) of the outstanding share capital of SciCo;
  4. the membership interest in Agrotech LLC (“AgroLLC”), a California limited liability company, held by the Company which represents a fifty percent (50%) membership interest in AgroLLC;
  5. all of the issued and outstanding share capital of LDS Development Corporation (“DevCo”), a California corporation, except for all tangible and intangible assets of DevCo related to the manufacturing and distribution of “CannaStrips” including all associated intellectual property and manufacturing equipment (the “Excluded Assets”); and
  6. all tangible and intangible assets currently being held by and utilized by Rêveur, Core, CSPA and DevCo, including, without limitation, all existing contracts, leases, client files, client billing records, vendor records, furniture, fixtures, equipment, employee files, employee time records, and other information customary for the cultivation, manufacturing and distribution of cannabis and cannabis related products, but excluding the Excluded Assets

(collectively, the “Assets”)

Completion of the sale of the Assets remains subject to a number of conditions, including the satisfactory completion of due diligence, receipt of any required regulatory approvals and the negotiation of definitive documentation. The sale of the Assets cannot be completed until these conditions have been satisfied.

The Company is at arms-length from High Tower, and each of its shareholders. A success fee of CAD$30,000, payable in common shares of the Company, is expected to be paid to third-party consultant who will be assisting with the Asset sale.

About Core One Labs Inc.

Core One Labs Inc. is a research and technology company with a state-of-the-art cannabis production and packaging facility located in Southern California. The Company’s technology produces infused strips (like breath strips) that are not only a safer, healthier option to other forms of delivery but also superior bioavailability of cannabis constituents. The technology provides a new way to accurately meter the dosage and assure the purity of selected product.  The Company holds an interest in walk-in medical clinics located in Vancouver and West Vancouver, British Columbia which maintain a database of over 200,000 patients combined.  The Company intends to further develop its product offerings through research and development in these clinics, including the integration of intellectual property related to psychedelic treatments and novel drug therapies.

Core One Labs Inc.

Joel Shacker

Chief Executive Officer

FOR MORE INFORMATION, PLEASE CONTACT:

info@core1labs.com

1-866-347-5058

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Disclaimer Statement:

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to the completion of the Asset sale to High Tower and statements made about the future plans and prospects of the Company. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the cannabis sector in the United States and the emerging psychedelic sector in Canada and the need to comply with governmental regulations. In addition, marijuana remains a Schedule I drug under the United States Controlled Substances Act of 1970. Although Congress has prohibited the US Justice Department from spending federal funds to interfere with the implementation of state medical marijuana laws, this prohibition must be renewed each year to remain in effect. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

Numinus First Canadian Public Company to Complete Legal Harvest of Psilocybe Mushrooms

first legal harvest of psilocybe mushrooms complete

Numinus Bioscience’s developments include harvesting its first flush of Psilocybe mushrooms at its Health Canada licensed facility.

VANCOUVER, BC, Oct. 22, 2020 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a company creating an ecosystem of health solutions centred on developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted psychotherapies, has harvested the first legal flush of Psilocybe mushrooms in Canada by a public company under its Health Canada-issued Controlled Drugs and Substances Dealer’s Licence. This news coincides with other recent developments by Numinus Bioscience, the Company’s 7,000 square foot analytics and research laboratory, which is focused on handling various psychedelic substances and developing analytical methods and formulations for the evolving psychedelics space.

“The first harvest of legally grown Psilocybe mushrooms is a significant milestone for the whole industry” said Michael Tan, Chief Operating Officer. “Now, we can progress with research and development of standardized cultivation, extraction, and testing methods and exploring product formulations to support safe, evidence-based, accessible psychedelic-assisted psychotherapy, as well as build a sequenced spore library.”

Dennis McKenna, renowned ethnopharmacologist, Co-founder of the Heffter Research Institute, Founder of the McKenna Academy of Natural Philosophy, and member of Numinus’ General Advisory Council, adds, “While there is a place for synthetic psilocybin in clinical practice, well-characterized and standardized extracts of natural forms of psilocybin i.e., mushrooms, cultivated and processed under stringent quality control protocols, are the wave of the future as therapeutic psilocybin gains acceptance. Given a choice, many people would prefer the option to use natural psilocybin. Mushrooms have been used in traditional medicine for literally thousands of years, and hence, they are just that much closer to these ancient traditions. Natural mushroom extracts are also likely to be far more affordable compared to synthetic psilocybin, and that is an important consideration when it comes to ensuring accessibility to this medicine which can be so beneficial to many people. Cost should not be a barrier to access these medicines, and the use of mushroom extracts will help ensure those who need them most can benefit from psilocybin therapies.”

Numinus Bioscience is establishing itself at the forefront of analytical testing for psychedelic substances, as a centre of excellence for psychedelic product research and development, and as an ancillary for psychedelic therapy clinical trials. Health Canada licences, scientific expertise, and state-of-the-art technologies facilitate ongoing innovation, while revenue from high-throughput contract cannabis testing is reinvested to further its psychedelic initiatives.

In addition to today’s announcement, Numinus includes in its recent developments an amendment application to its Health Canada-issued Controlled Drugs and Substances Licence. The current licence permits testing, import and export, storage and distribution of MDMA, Psilocybin, Psilocin, DMT, and Mescaline as well as the undertaking of novel mycological research initiatives. The amendment will additionally permit the sale of Psilocybe mushroom fruiting bodies and extract for clinical research protocols and the development of standardized testing for additional psychedelic substances.

Numinus is also proud to announce the recent appointment of Sharan Sidhu, regulatory expert and policy advisor for restrictive high growth industries, as Science Officer and General Manager. Sidhu brings extensive experience as a hub between academia, industry, and governing directorates to align research objectives with regulatory compliance. She has been a key strategist for research roadmaps, core initiatives, the development of IP, and the development of compliance requirements including LIMS, GLP/GMP, GACP, and ISO Standards.

“Sharan’s experience and leadership are already proving instrumental in establishing Numinus Bioscience as a centre of excellence and major industry player in the delivery of safe, evidence-based, accessible psychedelic-psychotherapy,” said Payton Nyquvest, CEO, Founder, and Chairman. “We are honoured to have her join us on our mission.”

Sidhu is leading an accomplished scientific research team including Dr Bernd O. Keller, PhD (Advanced Analytical Methods), Dr Kristina Grotzinger, PhD (Phytochemistry), and Judit Varga, MSc (Advanced Microbiology Methods).

ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC
Payton Nyquvest
President, Chief Executive Officer and Chair

About Numinus
Numinus is a Vancouver-based health care company creating an ecosystem of health solutions centred around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies. Numinus’ ecosystem units include Numinus Bioscience, Numinus R&D, and Numinus Health. Each unit is undertaking distinct, synergistic initiatives to hasten legal, for-profit psychedelic-assisted therapy models and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies.

Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licences (through its wholly-owned subsidiary Salvation Botanicals) including a cannabis testing licence used for sustainable B2B revenue to support the company’s psychedelic efforts. The company holds a Dealer’s Licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT and mescaline as well as a licence to produce and extract psilocybin from mushrooms. These licences allow Numinus to support the growing number of studies on the potential benefits of psychedelic-assisted psychotherapies through research projects, product development, and the supply and distribution of these substances.

Numinus R&D is embarking on implementation science and leveraging established relationships for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval.

Numinus Health is dedicated to delivering therapies that enhance and supplement existing options for people wanting lasting physical, mental and emotional health — centred around safe, evidence-based accessible psychedelic-assisted psychotherapy.

Learn more at numinus.ca, and follow us on FacebookTwitter, and Instagram.

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 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; 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.

For further information: Dana Harvey, VP Communications and Investor Relations, dana@numinus.ca