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Core One Labs Signs Letter of Intent to Acquire Vocan Biotechnologies

Vancouver, British Columbia, Canada – October 7, 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”) dated effective October 1, 2020 to acquire all of the outstanding share capital of Vocan Biotechnologies Inc. (“Vocan”).

Vocan is a genetic engineering and biosynthesis research firm developing a proprietary fermentation system for the production of psilocybin API.  Vocan’s mission is to use science and technology to advance the knowledge of natural-based medicines for the treatment of mental health illnesses, including addictions. Vocan’s team of scientists, specializing in protein expression and biosynthetic fermentation, have discovered a patentable method of producing psilocybin, the active ingredient in psychotropic mushrooms, and its technology will produce cGMP API grade psilocybin, which can be used by pharmaceutical companies, API manufacturers and medical research organizations conducting clinical trials.  Vocan’s management expects that the unique optimized DNA construct and producer strain will allow for time efficient and cost-effective cGMP API grade psilocybin at commercial scale.  Psilocybin production methods developed by Vocan could provide more affordable access to organizations looking to acquire GMP API grade psilocybin. 

CEO and Founder of Vocan Biotechnologies

Dr. Robert E.W. Hancock, CEO and Chairman of Vocan, is a leading researcher at the University of British Columbia, a Killam Professor of Microbiology and Immunology, and a Canada Research Chair in Health and Genomics.  He is a co-founder of several companies, both private and public, including Migenix, Inimex, ABT Innovations and Sepset Biotherapeutics.  He has won major health research awards and is an Officer of the Order of Canada. Dr Hancock will continue as CEO of Vocan following completion of the acquisition.

Dr. Jan Burian, Founder and CTO of Vocan, is a successful biochemist and molecular biologist with extensive knowledge and an exclusive skill set in fermentative API-grade research, development and production. He has been cited in numerous academic publications.  Dr. Burian previously held a site directorship with Pfizer Canada where he was responsible for a vaccine manufacturing facility that relied on his advanced fermentation techniques.

Dr. Hancock and Dr. Burian first began collaborating over twenty years ago and together bring a unique combination of broad scientific know-how and skill as they get set to take Vocan’s exclusive psilocybin production capabilities to commercial scale.

“We are honored and privileged to work with scientists of Dr. Hancock’s and Dr Burian’s caliber”, Joel Shacker, Chief Executive Officer of the Company stated. “Combined with the Company’s existing infrastructure, and the integration of its intellectual property related to psychedelic treatments and novel drug therapies, an acquisition of Vocan, and its talented research team, only furthers the Company development in the alternative psychedelics medicine market.”

Terms of the LOI

Under the terms of the LOI, in consideration for all of the outstanding share capital of Vocan, the Company is expected to issue 23,500,000 common shares (the “Consideration Shares”), and 4,000,000 common share purchase warrants (the “Consideration Warrants”), to the existing shareholders of Vocan.  Each Consideration Warrant will be exercisable to acquire an additional common share of the Company at a price of $0.30 for a period of twenty-four months.

In addition to the Consideration Shares, and the Consideration Warrants, the existing shareholders of Vocan will also be eligible to receive bonus payments of up to 5,000,000 common shares (the “Bonus Shares”).  The Bonus Shares will be issuable in two tranches, of which 2,500,000 will be issuable upon the successful synthesis of psilocybin, and a further 2,500,000 will be issuable upon the filing of a patent application for such synthesis method in at least one jurisdiction.

It is anticipated that a portion of the Consideration Shares will be subject to the terms of a pooling arrangement, during which time they not be transferred or traded without the prior consent of the Company.  The Consideration Shares will be released from the arrangement in tranches over a period of nine months following completion of the acquisition.

Completion of the acquisition of Vocan 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 acquisition cannot be completed until these conditions have been satisfied.

The Company is at arms-length from Vocan, and each of its shareholders.  The acquisition of Vocan is not expected to constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.  No finders fees or commissions are payable in connection with the acquisition of Vocan.  An administrative fee of 470,000 common shares is owing to a third-party consultant who will be assisting with completion of the acquisition.

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

Cautionary Disclaimer Statement:

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. 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 Company’s limited operating history and the need to comply with environmental and 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.

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Vireo Health Provides Corporate Governance Update

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Vireo Health Announces Sale of Assets of Ohio Medical Solutions to Ayr Strategies for Total Consideration of $4.85 Million

– Transaction improves Vireo’s cash position and reduces operating losses –
– Company maintains expectation to become cash flow positive in fiscal 2021 –

MINNEAPOLIS, Oct. 1, 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 reached a definitive agreement with Ayr Strategies Inc. (CSE:AYR.A)(OTCQX:AYRSF), to sell all of the assets and liabilities of its affiliated company, Ohio Medical Solutions, LLC (“OMS”), for total consideration of $4.85 million.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“This transaction allows Vireo to monetize a license acquired at minimal cost through a merit-based award process, and reallocate the proceeds to our core markets, where we see significant opportunities to improve revenue growth and future cash flow generation,” said Founder & Chief Executive Officer, Kyle Kingsley, M.D. “We’re especially pleased to achieve yet another milestone for our shareholders without the dilutive impacts of other forms of financing. We’re continuing to scale our operations in high-value markets like Arizona, New York, New Mexico, Maryland and Minnesota, and expect to generate stronger performance across each of these markets in fiscal year 2021.”

Ohio Medical Solutions holds a permit for the processing of medical cannabis in the state of Ohio. This permit was initially awarded to OMS through a merit-based application process in 2019. Based in Akron, OMS manufactures cannabis-based products in a 11,300 square foot processing facility. The transaction’s total consideration of $4.85 million includes $1.15 million in cash and $3.7 million in the form of Right of Use liabilities associated with lease obligations. The transaction is subject to regulatory approvals and other conditions.

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 400 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 9 markets. The Company is operational in 7 of those 8 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 Ayr Strategies Inc.

Ayr Strategies (“Ayr”) is an expanding vertically integrated, U.S. multi-state cannabis operator, focusing on high-growth markets. With anchor operations in Massachusetts and Nevada, the company cultivates and manufactures branded cannabis products for distribution through its network of retail outlets and through third-party stores. Ayr strives to enrich and enliven consumers’ experience every day – helping them to live their best lives, elevated. Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they touch. For more information, please visit www.ayrstrategies.com.

Forward-Looking Statement Disclosure

This news 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 news 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,” 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; and the expectation that such expansion will drive stronger revenue growth, operating margins and free cash flow. 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 news release including, without limitation, the impact on the Company’s businesses and financial results of epidemics and pandemics, including the COVID-19 pandemic. 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 news 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; 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.

The statements in this news 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.

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.

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Core One Labs Announces Anticipated Release Date of 2020 Second Quarter Results

Vancouver, British Columbia, Canada – September 29, 2020 – Core One Labs Inc. (CSE: COOL), (OTCQX: CLABD), (Frankfurt: LD62, WKN: A2P8K3) (the “Company”) announces that further to its news release dated August 27, 2020, the Company is expecting to file its second quarter financial statements and management’s discussion and analysis for the period ended June 30, 2020 (the “Interim Filings”) by the extension date of October 15, 2020 pursuant to exemptive relief granted by Canadian securities regulatory authorities that allows it to delay the filing of its annual documents required by sections 4.2 and 5.12(2) of National Instrument 51-102 (“NI 51-102”).  In response to the coronavirus disease pandemic, securities regulatory authorities in Canada have granted a blanket exemption allowing issuers an additional 45 days to complete their regulatory filings.

The Company is relying on blanket relief granted by Canadian securities regulatory authorities under BC Instrument 51-515 allowing issuers an additional 45 days to complete their regulatory filings required pursuant to sections 4.3 and 5.12(2) of National Instrument 51-102 by August 31, 2020.  The Company is continuing to work diligently to file the Interim Filings at its earliest opportunity, which is expected to occur on or before October 15, 2020.

Until such time as the Interim Filings are filed, the Company’s management and insiders are subject to a trading blackout that reflects the principals contained in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.   

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

Cautionary Disclaimer Statement:

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. 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 Company’s limited operating history and the need to comply with environmental and 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.

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HAVN LIFE SCIENCES SUBMITS RANGE OF NATURAL HEALTH PRODUCTS TO HEALTH CANADA

Havn Retail, a core pillar of Havn Life continues to reach milestones as the company works towards its launch of a line of retail products

Vancouver, BC – Havn Life Sciences Inc. (CSE : HAVN) (FSE : 5NP)(the “Company” or “Havn Life”), a biotechnology company focused on unlocking human potential using evidence-informed research and developing standardized psychoactive compounds derived from plants and fungi, is pleased to announce it has submitted formulations for its natural health products to Health Canada.

“At Havn Life we are focused on developing Natural Health Products for Havn Retail that build on and complement the work being done in our Havn Labs division with psychedelic compounds,” Gary Leong, Havn Life’s Chief Scientific Officer.

Leong formerly served as Chief Scientific Officer for natural health manufacturer, Jamieson Laboratories Limited, for fourteen years and with Aphria Inc., where he established and oversaw the quality assurance, quality control, regulatory affairs and research and development functions.

“In today’s world, the prospect of searching for effective, safe and natural remedies to address mental wellness issues is very compelling,” adds Leong. “I’m not sure if mental issues are more prevalent today or if we are just more aware and more receptive to acknowledging it, but regardless, there is a major, growing crisis at hand.  We see it in our health costs and most poignantly in social indicators such as the opiate crisis.”

The Centre for Addiction and Mental Health reports that COVID-19 is having a negative impact on Canadians’ mental health, noting many have seen their stress levels double since the onset of the global pandemic. In an Angus Reid poll earlier this year, 50% of those surveyed reported their mental health declining since the pandemic began, with one in ten respondents saying it “worsened a lot.”

Havn Life has submitted a range of supplement formulations including a mushroom mix that addresses cognitive function and regulation, human performance and immunity.

With the submission to Health Canada, the company currently remains on track to launch a line of retail products by early 2021, and is currently formulating another range of unique products that will be submitted to Health Canada that are also expected to launch in 2021.

On Behalf of The Board of Directors
Susan Chapelle & Tim Moore
Co-CEOs

About Havn Life Sciences Inc.

Havn Life Sciences is a biotechnology company on a mission to unlock human potential using evidence-informed research. The Company is focused on standardized, quality-controlled extraction of psychoactive compounds from plants and fungi, and the development of natural health care products from non-regulated compounds. Learn more at: havnlife.com and follow us on Facebook, Twitter and Instagram.

Connect

Investor Relations
ir@havnlife.com
604 (687)-7130

Facebook: @havnlife
Twitter: @havnlife
Insta: @havn.life
LinkedIn: @Havn Life

Media Contact
Brittany@exvera.com
778-238-6096

 

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COMPASS Pathways announces closing of initial public offering of American Depositary Shares and full exercise of underwriters’ option to purchase additional American Depositary Shares

COMPASS Pathways plc (Nasdaq: CMPS) (“COMPASS”), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the closing of its previously announced initial public offering of 8,625,000 American Depositary Shares (“ADSs”) representing 8,625,000 ordinary shares at an initial public offering price of $17.00 per ADS, which includes 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 to COMPASS 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 September 18, 2020 under the ticker symbol “CMPS.”

Cowen, Evercore ISI and Berenberg are acting as joint book-running managers for the offering. Canaccord Genuity is acting as lead manager and H.C. Wainwright & Co. is acting as co-manager for the offering.

A registration statement relating to these securities has been filed with the US Securities and Exchange Commission (the “SEC”) and was declared effective on September 17, 2020. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Department, by telephone at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, New York 10055, telephone: (888) 474-0200, or email: ecm.prospectus@evercore.com; or Berenberg Capital Markets LLC, Attention: Investment Banking, 1251 Avenue of the Americas, 53rd Floor, New York, New York 10020, or by telephone at +1 (646) 949-9000, or by e-mail at prospectusrequests@berenberg-us.com. For the avoidance of doubt, such prospectus will not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will not have been reviewed by any competent authority in any EU member state or the UK.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.

For readers in the European Economic Area (“EEA”) and the UK
In any EEA member state and the UK (each, a “Relevant State”), this press release and any offering are only addressed to and directed at persons who are qualified investors (“Qualified Investors”) in that Relevant State within the meaning of the Prospectus Regulation. The term “Prospectus Regulation” means Regulation (EU) 2017/1129.

For readers in the UK
In the UK, this press release, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any offering are only addressed to and directed at Qualified Investors (i) who are investment professionals as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons and entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”).

This press release must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any EEA member state, by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to and will only be engaged with (i) in the UK, relevant persons, and (ii) in any EEA member state, Qualified Investors. This press release does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the FSMA or otherwise.

 

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.

 

Enquiries:

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

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COMPASS Pathways announces pricing of upsized initial public offering

COMPASS Pathways plc (Nasdaq: CMPS) (“COMPASS”), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the pricing of its upsized initial public offering in the United States of 7,500,000 American Depositary Shares (“ADSs”) representing 7,500,000 ordinary shares at an initial public offering price of $17.00 per ADS for total gross proceeds of $127.5 million. All ADSs sold in the offering were offered by COMPASS. The ADSs are expected to begin trading on the Nasdaq Global Select Market on September 18, 2020 under the ticker symbol “CMPS.” The offering is expected to close on or about September 22, 2020, subject to the satisfaction of customary closing conditions. In addition, COMPASS has granted the underwriters a 30-day option to purchase up to an additional 1,125,000 ADSs at the initial public offering price, less underwriting discounts and commissions.

Cowen, Evercore ISI and Berenberg are acting as joint book-running managers for the offering. Canaccord Genuity is acting as lead manager and H.C. Wainwright & Co. is acting as co-manager for the offering.

A registration statement relating to these securities has been filed with the US Securities and Exchange Commission (the “SEC”) and became effective on September 17, 2020. The offering will be made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Department, by telephone at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, New York 10055, telephone: (888) 474-0200, or email: ecm.prospectus@evercore.com; or Berenberg Capital Markets LLC, Attention: Investment Banking, 1251 Avenue of the Americas, 53rd Floor, New York, New York 10020, or by telephone at +1 (646) 949-9000, or by e-mail at prospectusrequests@berenberg-us.com. For the avoidance of doubt, such prospectus will not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will not have been reviewed by any competent authority in any EU member state or the UK.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.

For readers in the European Economic Area (“EEA”) and the UK
In any EEA member state and the UK (each, a “Relevant State”), this press release and any offering are only addressed to and directed at persons who are qualified investors (“Qualified Investors”) in that Relevant State within the meaning of the Prospectus Regulation. The term “Prospectus Regulation” means Regulation (EU) 2017/1129.

For readers in the UK
In the UK, this press release, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any offering are only addressed to and directed at Qualified Investors (i) who are investment professionals as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons and entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”).

This press release must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any EEA member state, by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to and will only be engaged with (i) in the UK, relevant persons, and (ii) in any EEA member state, Qualified Investors. This press release does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the FSMA or otherwise.

 

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.

 

Forward-looking statements

This press release includes certain disclosures that contain “forward-looking statements,” including, without limitation, statements regarding COMPASS’s expectations regarding the commencement of trading of its ADSs on the Nasdaq Global Select Market, the completion and timing of the closing of the offering and the anticipated gross proceeds from the offering. Forward-looking statements are based on COMPASS’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions and the completion of the offering, and the risks inherent in mental health care clinical trials. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the offering to be filed with the SEC. Forward-looking statements contained in this announcement are made as of this date, and COMPASS undertakes no duty to update such information except as required under applicable law.

 

Enquiries

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

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Numinus Announces Listing of Warrants

VANCOUVER, BC, Sept. 18, 2020 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company“) (TSXV: NUMI), a company creating an ecosystem of health solutions centred around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted psychotherapy, is pleased to announce that the TSX Venture Exchange (“TSXV“) has accepted for listing the 9,200,000 warrants (the “Warrants“) issued pursuant to the Company’s previously announced prospectus offering that closed on September 10, 2020.

The Warrants will be listed for trading on the TSXV under the symbol “NUMI.WT” effective at market open on Monday, September 21, 2020.

Each Warrant entitles the holder thereof to acquire one common share of the Company at an exercise price of $0.35 until September 10, 2022. The Warrants were issued pursuant to, and are governed by, a warrant indenture between the Company and Computershare Trust Company of Canada dated September 10, 2020.

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 in Canada and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies once available. Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licenses (through its wholly-owned subsidiary Salvation Botanicals) including a cannabis testing licence used for sustainable revenue to support the company’s psychedelic efforts. The company holds a dealers licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT and mescaline. Numinus is the only publicly listed company in Canada to be issued a Health Canada license to produce and extract psilocybin from mushrooms. These licences 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 R&D leverages established relationships to position the Company for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval. Numinus Heath is dedicated to delivering therapies that enhance and supplement existing options for people wanting lasting physical, mental and emotional health — with psychedelic treatments at its core when approved for therapeutic and research use. For more information, visit www.numinus.ca.

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

ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.

Payton Nyquvest
President, Chief Executive Officer and Chair

Further information about the Company is available under its profile on the SEDAR website, www.sedar.com, and on the Company’s website.

For further information: Stacey Wallin, Chief Strategy Officer, 1.833.686.4687

Posted on

Numinus Announces Closing of Oversubscribed $4.6 Million Offering

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

Vancouver, British Columbia, September 10, 2020, Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), is pleased to announce that it has closed its previously announced short form prospectus offering, on a best efforts basis, including the exercise of the agent’s option in its entirety in the form of units of the Company (each, a “Unit”). A total of 18,400,000 Units of the Company at a price per Unit of $0.25 were sold for aggregate gross proceeds of $4,600,000 (the “Offering“). The Offering was conducted by Mackie Research Capital Corp. (the “Agent“).

Each Unit is comprised of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder to purchase one Common Share for a period of 24 months following the closing of the Offering (the “Closing“) at an exercise price of $0.35.

Payton Nyquvest, Founder, CEO, and Chair stated, “We are very pleased with the strong response leading to the oversubscribed close, particularly in this tough market environment. We would like to thank all our investors for placing their confidence in us.” Nyquvest added, “Our team is excited to accelerate the initiatives outlined in our prospectus as we believe our plans will ultimately deliver great value to not only those who are in such need of alternative transformative mental health solutions, but also to our shareholders.”

In consideration for its services, the Company paid the Agent a cash commission equal to 6% of the gross proceeds of the Offering, a cash advisory fee equal to 2% of the gross proceeds of the Offering and issued to the Agent compensation options and advisory compensation options to acquire up to an aggregate of 1,472,000 Units at a price of $0.25 for a period of 24 months from Closing.

The Company intends to use the net proceeds of the Offering for MDMA and psilocybin Compassionate Access protocol implementation to make these drugs accessible to specific patient groups before they are available on the market. As per Health Canada’s Special Access Programme for Drugs Guidance Document, “where possible, open label or compassionate access trials should be incorporated into drug development plans to meet the needs of patients not eligible for enrollment in other pivotal trials.” Additional funds will be used to secure therapy space and develop psychedelic integrative treatment models, support upgrades to its Lab infrastructure to support its Health Canada licences, and for general operating expenses.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

###

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 in Canada and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies once available. Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licenses (through its wholly-owned subsidiary Salvation Botanicals) including a cannabis testing licence used for sustainable revenue to support the company’s psychedelic efforts. The company holds a dealers licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT and mescaline. Numinus is the only publicly listed company in Canada to be issued a Health Canada license to produce and extract psilocybin from mushrooms. These licences 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 R&D leverages established relationships to position the Company for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval. Numinus Heath is dedicated to delivering therapies that enhance and supplement existing options for people wanting lasting physical, mental and emotional health — with psychedelic treatments at its core when approved for therapeutic and research use. For more information, visit www.numinus.ca.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws, including but not limited to statements relating to the use of proceeds from the Offering. 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, its subsidiaries, their securities, or their respective financial or operating results (as applicable).

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

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

Further information about the Company is available under its profile on the SEDAR website, www.sedar.com, and on the Company’s website.

Posted on

Core One Labs Announces Revocation of Cease Trade Order

Vancouver, British Columbia, Canada – August 27, 2020 – Core One Labs Inc. (CSE: COOL), (OTCQX: CLABD), (Frankfurt: LD62, WKN: A2P8K3) (the “Company”) is pleased to announce that effective August 26, 2020 (the “Effective Date”), the British Columbia Securities Commission (the “BCSC”) has issued an order revoking its cease trade order, originally issued in respect of the securities of the Company on July 15, 2020.

On August 18, 2020, the Company filed (i) its audited annual financial statements, annual management’s discussion and analysis, and related certifications for the years ended December 31, 2019, and on August 24, 2020, the Company filed (ii) its interim financial statements, interim management’s discussion and analysis, and related certifications for the three months ended March 31, 2020 (collectively, the “Financial Disclosure Documents”). The Financial Disclosure Documents are available for review online under the Company’s profile on SEDAR (www.sedar.com). Following the filing of the Financial Disclosure Documents, the Company is up-to-date with its continuous disclosure obligations and has met all conditions required by the BCSC for revocation of the cease trade order. 

Interim Financial Statements  

The Company also announces that, as a result of the COVID-19 pandemic, it anticipates a delay in the filings of its interim financial statements for the period ended June 30, 2020 (the “Interim Financial Statements”), and accompanying management’s discussion and analysis (“Interim MD&A”), and related CEO and CFO certifications (the “Interim Certifications”, together with the Interim Financial Statements and the Interim MD&A, the “Interim Filings”).

The Company will be relying on BC Instrument 51-517 – Temporary Exemption from Certain Corporate Finance Requirements with Deadlines during the Period of June 2 to August 31, 2020 (“BCI 51-517”) enacted by the BCSC which provides relief consisting of a 45-day extension for certain regulatory filings required to be made during the period June 2, 2020 to August 31, 2020. The Company will be relying on the temporary exemptions pursuant to BCI 51-517 with respect to the following provisions:

  • the requirement to file the Interim Financial Statements on or before the 60th day after the end of the interim period as required by subsection 4.4(b) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”);
  • the requirement to file its Interim MD&A on or before the earlier of the 60th day after the end of the interim period and the date the Financial Statements are filed as required by subsection 5.1(2) of NI 51-102; and
  • the requirement to file the Certifications pursuant to Section 5.1 of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

The Company is continuing to work diligently on the finalization of the Interim Filings and estimates that it will file the Interim Filings on or before October 14, 2020. In connection with utilizing the temporary relief and extensions for issuers provided pursuant to BCI 51-517, the Company confirms that, until such time as the Interim Filings have been filed, the Company’s management and other insiders are subject to an insider trading black-out that reflects the principles of Section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The Company reports that other than as set forth in this news release, since the filing of the Company’s interim financial statements for the three months ended March 31, 2020, there have been no material business developments other than those that have been previously disclosed in the Company’s news releases and filings.

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

Cautionary Disclaimer Statement:

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. 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 Company’s limited operating history and the need to comply with environmental and 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.