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NeonMind To Commence Trading On The OTCQB Venture Market

Vancouver, B.C. – May 28, 2021: NeonMind Biosciences Inc. (CSE: NEON) (OTCQB: NMDBF) (FFE: 6UF) (“NeonMind”), an integrated drug development and wellness company focused on the potential therapeutic uses of psilocybin for treating obesity and weight management conditions, is pleased to announce that its shares will commence trading on the OTCQB® Venture Market (the “OTCQB”) on May 28, 2021, under the symbol “NMDBF”.

The OTCQB, operated by OTC Markets Group Inc., is designed for early-stage and developing U.S. and international companies. Companies must be current in their financial reporting and undergo an annual verification and management certification process, including meeting a minimum bid price and other financial conditions. With more compliance and quality standards, the OTCQB provides investors improved visibility to enhance trading decisions. The OTCQB is recognized by the United States Securities and Exchange Commission as an established public market providing public information for analysis and value of securities.

“With this OTCQB listing, NeonMind has achieved a significant milestone in its mission to advance its psilocybin drug development programs,” said Robert Tessarolo, President & CEO of NeonMind. “We expect this listing to increase our financial capabilities and expand our exposure to the U.S. investment community. This capital markets support will be extremely valuable as we continue to execute on our long-term strategy to advance the use of therapeutic psychedelic compounds for weight management conditions including obesity, which is a growing global health crisis.”

NeonMind will continue to trade on the Canadian Securities Exchange under its existing symbol “NEON”.

 

About NeonMind Biosciences Inc.

NeonMind is engaged in developing clinical treatments and wellness products to address obesity and weight management conditions and to promote health and wellness. NeonMind has three divisions, a pharmaceutical division engaged in the development of psychedelic compounds, a medical services division focused on launching specialty mental health clinics that integrate psychedelic therapeutics into traditional psychotherapy settings, and a consumer products division with a focus on mushroom-infused products. In its pharmaceutical division, NeonMind has two distinct psilocybin drug development programs targeting obesity. NeonMind’s first drug candidate employs psilocybin as an agonist to the serotonin receptor 5- HT2A, which is involved in the hallucinogenic effect of psychedelics. The Company’s second drug candidate employs low-dose psilocybin as an agonist to the 5-HT2C receptor, which controls appetite.

NeonMind established a medical services division with the goal of launching NeonMind-branded specialty mental health clinics in Canada that incorporate evidence-backed innovative treatments to address a variety of mental health needs.

NeonMind’s consumer division currently sells NeonMind-branded coffee products in Canada through NeonMind’s direct to consumer e-commerce platform, and it has plans to launch dietary supplements in the United States in the near future.

For more information on NeonMind, go to www.NeonMindBiosciences.com.

 

Rob Tessarolo, President & Chief Executive Officer, NeonMind Biosciences Inc.

rob@neonmind.com

Tel: 416-750-3101

 

Investor Relations:

Edge Communications

invest@neonmind.com

Tel: 1-866-318-6874

 

KCSA Strategic Communications

Scott Eckstein/Tim Regan

neonmind@kcsa.com

Tel: 212-896-1210

 

 

 

Media Inquiries:

KCSA Strategic Communications

Annie Graf

agraf@kcsa.com

Tel: 786-390-2644

 

The Canadian Securities Exchange has not reviewed, approved nor disapproved the contents of this news release.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or NeonMind’s future performance. The use of any of the words “could”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on NeonMind’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, NeonMind’s drug development plans, its ability to retain key personnel, and its expectation as to the development of its intellectual property and other steps in its preclinical and clinical drug development constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. NeonMind disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

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Delic Completes Acquisition of Complex Biotech Discovery Ventures Ltd

New Entity, Delic Labs, to Power Psilocybin and Cannabis R&D, IP and Innovative Product Lines for Mass Markets

VANCOUVER, BC, May 27, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness platform, is pleased to announce that it has acquired all of the issued and outstanding shares in the capital of Complex Biotech Discovery Ventures Ltd. (“CBDV“), a federally-authorized psilocybin and cannabis research laboratory focused on extraction, analytical testing, and chemical process development (the “Transaction“). Following closing, CBDV will change its name to “DELIC Labs”  and will serve as the engine for the Delic platform, conducting research and developing innovative product lines and intellectual property (IP), including psilocybin vaporization technology for future distribution across the company’s physical footprint.

“Delic Labs will be an integral pillar of the Delic ecosystem and will produce evidence-based psilocybin and cannabis treatments in innovative product forms, providing great benefits for those suffering from treatable illnesses,” said Matt Stang, Delic Co-Founder and CEO. “CBDV has a consistently profitable history, more than 50 blue chip clients, and an opportunity for tremendous growth as we commercialize the science.  As further legalization of psychedelic treatments progresses, we are well positioned to capitalize on new markets with significant opportunities. We officially welcome the CBDV family into Delic and look forward to their continued success and sharing their discoveries with millions in the near term.”

Dr. Markus Roggen, CEO of CBDV, stated “The Delic platform now allows us to reach much broader psychedelic and medical communities and help ensure cutting-edge treatments become accessible for all. We believe our IP and innovative findings will enable Delic to become the leader in psychedelic wellness discovery and treatment.”

Founded by award-winning chemist, Dr. Markus Roggen, and UBC Professor, Glenn Sammis, CBDV supports the psychedelic industry with high precision chemical analytics and metabolomic identification. CBDV is one of a handful of licensed research psilocybin labs in Canada and has an aggressive plan to build out a suite of novel compounds and delivery methods for the industry. The company is also a leading cannabis analytical and research company boasting clients that include some of the largest brands in the world. CBDV has applied for its dealer’s license, and intends to eventually commercialize its psilocybin research and associated intellectual property (IP).

Acquisition Highlights

  • The acquisition of CBDV further establishes DELIC as a diversified psychedelics organization: The addition of CBDV allows DELIC to add scientific-based research and analytics to its product offerings. CBDV recently received its Section 56 Exemption granted by Health Canada, enabling CBDV to focus on research and intellectual property development with psilocybin.
  • Building an IP portfolio: CBDV plans to use its analytical tools for psychedelic mushroom compounds that advance clinical ‎and end-user testing. Development of psilocybin analogs that could be used in future medical ‎treatments.
  • Enhanced exposure of CBDV to drive growth: DELIC expects to drive customers to CBDV for its cannabis related laboratory services through its media platform, allowing CBDV to expand its current customer base and potential product offerings.
  • History of profitability: CBDV has a history of profitability, with a focus on extraction optimization, analytical testing, and chemical process development to advance the cannabis and psilocybin industry. Current and past customers are well-established global enterprises who require the cutting-edge cannabis and soon, psilocybin research, which CBDV provides services to.
  • Management expertise. Dr. Roggen, who will remain an employee of CBDV, brings a wealth of knowledge and industry experience to DELIC, in a critically important and evolving space.

Transaction Terms

Delic acquired all of the issued and outstanding shares of CBDV from its shareholders for a purchase price of $7,000,000 (the “Closing Date Payment”) plus certain amounts, if any, to be earned by Dr. Roggen pursuant to an Earn-Out Agreement (as defined below) (together with the Closing Date Payment, the “Purchase Price”). The Closing Date Payment was  satisfied by Delic’s issuance to the CBDV shareholders of the number of consideration shares equal in value to the Closing Date Payment amount, issued at a price per share equal to the hire of (a) the ten (10) trading day volume weighted average price (“VWAP”) of such consideration shares on the Canadian Securities Exchange (the “Exchange”) on the trading day immediately prior to the closing date.

Dr. Roggen has also entered into an earn out agreement (the “Earn Out Agreement”) whereby he may receive additional consideration shares in an amount equal to up to $3,000,000 as follows: (a) $500,000 to be issued on the earlier of (i) the date CBDV’s Section 56 Exemption is renewed or a new authorization is issued by Health Canada or (ii) the date CBDV’s application for a dealer’s license from Health Canada is received; (b) $1,250,000 to be issued if CBDV achieves gross revenue equal to at least $1,200,000 in the first 12 months following closing of the transaction; and (c) $1,250,000 to be issued if CBDV achieves gross revenue equal to at least $3,600,000 in the first 24 months following closing of the transaction (each such event, a “Milestone”). Such additional consideration to satisfied by Delic’s issuance of additional consideration shares at a price per share equal to the ten (10) trading day VWAP of the consideration shares on the Exchange on the trading day prior to the date the Milestone is reached.

In addition, Dr. Roggen has entered into an employment agreement with CBDV whereby he will serve as President and Chief Scientific Officer of CBDV.

Release of Proceeds From Subscription Receipt Financing

Prior to closing of the Transaction, CBDV completed a non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of $0.30 per Subscription Receipt for gross proceeds of approximately $3,432,356. The proceeds from the Offering were placed into escrow on completion of the Offering.

CBDV has now satisfied the escrow release conditions, and immediately prior to closing of the Transaction: (i) each Subscription Receipt was converted into one common share of CBDV and one common share purchase warrant of CBDV (each, a “Warrant“), which, concurrent with the closing of the Transaction, were immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering were released to CBDV.

In connection with the Offering, CBDV paid aggregate finders’ fees of $92,085.62 cash and issued finders an aggregate of 306,951 share purchase warrants of CBDV. In addition, DELIC paid a corporate finance fee of $63,000 cash and issued 200,000 subordinate voting share purchase warrants of DELIC.

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About Delic Labs (formerly known as CBDV)

Delic Labs, formerly known as Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, Delic Labs uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more atwww.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC Corp.

DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms likeReality Sandwich andDelic Radio,Delic Labs (under binding acquisition agreement) the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology,MeetDelic the premiere psychedelic wellness event, andKetamine Infusion Centers (under binding acquisition agreement) one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and treatment options to the masses.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of DELIC’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to: the business, plans, operations and growth of Delic Labs; potential benefits of the Transaction; use of proceeds of the Offering; and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, DELIC is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of DELIC to be materially different from those expressed or implied by such information and statements. Such risks and other factors may include, but are not limited to: incorrect assessment of the value and potential benefits of the Transaction; direct and indirect material adverse effects from the COVID-19 pandemic; inability of Delic Labs to adequately protect and enforce its intellectual property; inability to obtain future financing on suitable terms; failure to obtain required regulatory and other approvals; risks inherent in the psychedelic treatment sector; changes in applicable laws and regulations; and failure to comply with applicable laws and regulations.

In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, DELIC has made certain assumptions. These assumptions include, but are not limited to: the ability of the Company to successfully execute on its plans and integrate Delic Labs; the ability to commercialize Delic Lab’s psilocybin research and associated intellectual property; the Company’s continued response and ability to navigate the COVID-19 pandemic; the ability to maintain compliance with applicable contractual and regulatory obligations and requirements; and there will be adequate liquidity available to the Company to carry out its obligations.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although DELIC believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and DELIC does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE Delic Holdings Inc.

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Canbud Distribution Clarifies Previous Disclosure

Toronto, Ontario–(Newsfile Corp. – May 20, 2021) – Canbud Distribution Corporation (CSE: CBDX) (the “Corporation“) announces that, as a result of a review of its continuous disclosure record by the Ontario Securities Commission (the “OSC“), the Corporation is issuing this news release to clarify certain disclosures made in its news releases dated December 1, 2020, December 7, 2020 and December 29, 2020, and to provide an update relating to previously disclosed forward-looking information contained in the Corporation’s prospectus (the “Prospectus“) dated September 30, 2020.

Sales License

In its news release dated December 1, 2020, the Corporation stated that it had been granted a federal sales license for medical purposes by Health Canada on October 22, 2020. This disclosure was made after the Corporation received communications from staff at Health Canada that were misunderstood by the Corporation’s management to be confirmation that the license had been issued. In fact, management’s understanding was not correct and it was not until January 29, 2021 that a license to sell cannabis products in accordance with section 27 and Part 14, Division 1 of the Cannabis Regulations was issued to the Corporation. A copy of this license was filed under the Corporation’s profile on SEDAR at www.sedar.com.

Psychedelics Operations in Jamaica

In its news release dated December 7, 2020, the Corporation announced that it had entered into an agreement (the “Purchase Agreement“) dated December 4, 2020, for the acquisition of all of the issued and outstanding shares of 2688453 Ontario Ltd. (“2688“), which holds a lease for two acres of land in the parish of Westmoreland, Jamaica. While the Corporation disclosed in this news release that the closing of the acquisition is subject to customary terms, conditions, and regulatory approval, it also stated that “Through this opportunistic acquisition, Canbud has secured an approved 2-acre psilocybin production site near Negril, Jamaica…” This statement was not intended to imply that the acquisition had closed or that the Corporation had acquired the production site or commenced operations in psychedelics operations in Jamaica. As at the date of this news release, the Corporation has not completed the acquisition of 2688 or acquired the production site, and has not commenced any cultivation operations in Jamaica.

Except for matters with respect to closing, all conditions precedent for the completion of the transaction as provided for in the Purchase Agreement have been satisfied, and the Corporation now plans to complete the acquisition of all of shares of 2688 on a date to be determined within two weeks of the date of this news release. Under the terms of the Purchase Agreement, on the closing of the transaction, the shareholders of 2688 will sell to the Corporation, and the Corporation will purchase, all of the issued shares of 2688. As consideration for the shares of 2688, the Corporation agreed to issue and deliver to the selling shareholders of 2688 an aggregate of 7,600,000 common shares (the “Consideration Shares“) in the capital of the Corporation at a deemed price of $0.195 per common share, of which 1,520,000 Consideration Shares have been issued, and the remaining Consideration Shares are to be issued as follows: 1,900,000 Consideration Shares on June 4, 2021; 2,280,000 Consideration Shares on October 4, 2021; and 1,900,000 Consideration Shares on February 4, 2022.

The business of 2688 currently consists of holding its leased property in Westmoreland, Jamaica, on which the Corporation intends to develop a psilocybin cultivation facility. In anticipation of completing the acquisition of 2688, the Corporation has completed the design, and commenced the development of the cultivation facility, including by carrying out site preparation works and acquiring the mushroom growing container for the site. To date, the Corporation has made expenditures of approximately USD $48,000 for the purchase of the mushroom growing container and for the development of the facility. The planned acquisition of 2688 is the first step by the Corporation to develop a business in the emerging psychedelic and functional mushroom nutraceuticals market. Additional details about the Corporation’s proposed future operations in this market are set out in the Corporation’s management’s discussion and analysis for the year ended December 31, 2020, which is available under the Corporation’s profile on www.sedar.com.

In its news release dated December 7, 2020, the Corporation stated that it plans to build an exclusive retreat that will promote mental wellness through workshops and specially formulated micro doses of psilocybin, within an anticipated timeframe of 12 to 18 months from the date of the news release. Due to the continued impact of the COVID-19 global pandemic, including restrictions on travel and the decline in sales that consumer-facing small businesses in the travel, hospitality and tourism market sectors have experienced, the Corporation’s management no longer expects to build the retreat within the short to medium term, and has not established any revised schedule for doing so. If the Corporation determines to proceed with its plans for the retreat, its ability to carry out these plans would be dependent on, among other factors, closing the acquisition of 2688, obtaining any applicable permits or regulatory approvals, obtaining additional financing to fund the project, and improved economic conditions in the travel, hospitality and tourism industry.

Update to Previously Disclosed Forward-Looking Information

In the Prospectus, the Corporation made certain disclosure which constitutes forward-looking information, as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations. The following is an update to certain such forward-looking information previously disclosed by the Corporation in the Prospectus:

  • On page 16 of the Prospectus, the Corporation stated that it “expects to generate approximately $350,000 in revenue (previously anticipated to be approximately $700,000) from cultivation operations on the Kettleby Lands by the end of December 2020 (representing 100% of the anticipated revenue from the 2020 cultivation season).” During the Corporation’s financial year ended December 31, 2020, the Corporation did not generate any revenue from the cultivation operations on the Kettleby lands or otherwise. The Corporation was not able to recognize any revenue from these operations in its 2020 financial year because the processing and sale of products derived from hemp plants harvested from the Kettleby lands did not occur within the timelines as originally planned. Management of the Corporation is currently negotiating contractual arrangements with a third party for the processing of the harvested hemp plants from its Kettleby lands and for the manufacture of CBD products for sale to customers.
  • In the Management’s Discussion and Analysis section of the Prospectus, the Corporation stated that “For 2020 cultivation, in light of COVID-19 challenges, the Corporation is preparing its Kettleby farm with a total of approximately 55 acres tillable land. The cultivation acreage is equivalent to 2.4 million square feet, which would produce conservatively about 15,000 kg of dried CBD flowers…” and “Using its proprietary clonal system, about 200,000 clones will be prepared, and housed in the six plastic hoop houses prior to be transplanted.” The cultivation acreage of the Kettleby farm in 2020 was 10.3 acres; approximately 550 kilograms of dried CBD flowers were produced; and approximately 20,000 clones were prepared using the Corporation’s proprietary clonal system.
  • On page 14 of the Prospectus, the Corporation stated that “Israel Partnership – The Company is in negotiations with an Israeli-based strategic partner to develop and bring to market its own “My SeeBD” brand of topicals and health products, to be manufactured and produced in Ontario…” and that “The first sample is expected in the fall of 2020, and sales are expected to commence toward the end of December 2020.” Management of the Corporation decided not to enter into an agreement or pursue a transaction with the Israeli-based strategic partner as originally anticipated and, as a result, the Corporation is now pursuing alternate plans to develop and launch its “My SeeBD” brand of products.
  • On page 14 of the Prospectus, the Corporation stated that “Following initial discussions, the Company introduced a scientist to Brock University’s research team and prepared an initial proposal to collaborate, which could potentially assist the University in getting the grants available for industry outreach. The Company’s collaboration proposal is currently under review by the University’s administration. The Company is waiting for the final research design, which is expected toward the end of the third quarter.” On April 1, 2020, the Corporation entered into a contract research agreement with Brock University to collaborate on an applied research project titled “Effects of Endophytic Fungi on Growth Promotion in Hemp.” The research objectives of this agreement were to investigate the effects of endophytic fungi on growth promotion in hemp. This agreement was amended on March 19, 2021, and its term will end on the later of the completion of the research project and December 31, 2021. In connection with this agreement, the Corporation has made expenditures of approximately $5,000 to Brock University as of the date of this news release.

About Canbud Distribution Corporation

Canbud Distribution Corporation is a science company focused on the cannabis and hemp sectors. Currently the Corporation, through its subsidiaries, holds three industrial hemp licenses and a sales license to supply the markets with medical focused products. In addition, the Corporation is also engaged in exploring the opportunities within the medical psychedelics’ markets. Through the Corporation’s wholly-owned subsidiary Empathy Plant Co., the Corporation is also involved in developing plant-based wellness products.

For further information, please contact:

Robert Tjandra, President
Tel: 416 847 7312
Email: ir@canbudcorp.com

Notice Regarding Forward-Looking Information

This news release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as “will”, “intends”, “scheduled”, “to be” and “may be” and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the anticipated completion of the acquisition of 2688 and the issuances of shares in connection with the acquisition; its planned future psychedelics operations in Jamaica; and the Corporation’s goals or future plans relating to the development of a psilocybin cultivation facility and building a retreat. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the ability of the Corporation to complete the acquisition within the specified time frame; the ability of the Corporation to successfully implement its strategic plans and initiatives relating to the acquisition and the cultivation site and retreat build-out, and whether such strategic plans and initiatives will yield the expected benefits; approvals and authorizations from regulatory authorities, and the timing thereof; the ability of the Corporation to obtain the necessary approvals, permits and licenses within the specified time frame to complete the build out; there being no material delay in the build out; the availability of materials; the availability of labour, contractors, employees and/or personnel necessary to undertake the cultivation site and retreat build-out. Although the Corporation believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Corporation can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Corporation will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: conditions in the psychedelics industry in Jamaica; fluctuations in market conditions, including in securities markets; economic factors; the risk that the cultivation site and retreat build out will not be completed as anticipated within the specified timeframe, including the risk that the Corporation will not receive the approvals/permits/licenses necessary in connection with the cultivation site and retreat build out; the ability of management to execute its business strategy, objectives and plans; the availability of funds to accomplish its goals; and the impact of general economic conditions and the travel restrictions imposed as a result of the COVID-19 global pandemic. Additional information regarding risks and uncertainties relating to the Corporation’s business are contained under the heading “Risk Factors” in the Corporation’s management discussion and analysis filed on SEDAR. The forward-looking information included in this news release is made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by applicable law.

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

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Executive Spotlight: Douglas Gordon

Silo Wellness (CSE: SILO), which is based in Canada with operations in the US and Jamaica, is expanding its psychedelic portfolio to include 5-MeO-DMT as well as psilocybin and ketamine. The company cultivates psilocybin mushrooms in Jamaica, conducts psychedelic wellness retreats in two countries, and is testing a patent-pending psilocybin nasal spray in Jamaica with additional formats on the way. They have also announced a licensing agreement with the Bob Marley estate and will launch the world’s first global mushroom and psychedelics brand under the Marley name within the next month.

Full name: Douglas K. Gordon 

Title: Chief Executive Officer  

Company: Silo Wellness 

Years at current company: 1 

Education profile: Bachelor of Arts in Economics, University of Pennsylvania

Most successful professional accomplishment before cannabis: Before entering the cannabis industry, I founded OCEAN Style, a luxury lifestyle Caribbean magazine encompassing print, electronic, broadcast, and digital publishing. 

Company Mission: We are passionate in our quest to make psychedelics widely available and to assist and support as many people as possible to help them reduce trauma or enhance performance and live more fulsome lives. We do this by bridging modern science with indigenous traditions to remove barriers to access psychedelics and make them easier to administer and ingest. 

Company’s most successful achievement: There are a number of developments of which I feel a great sense of pride, but I think it would be to recognize, as an early mover in functional mushrooms and psychedelics, the importance of having a path to consumers that would allow them to become educated on the health and wellness benefits of mushrooms and the important role that functional mushrooms play in the education and widespread acceptance of the transformative and healing power of psychedelics. With those considerations in mind, we identified the need for a globally recognized, trusted and relevant brand partner and were successful in entering into an exclusive global collaboration with the family and estate of legendary musician Bob Marley.

Has the company raised any capital (yes or no): Yes 

If so, how much?: C$5.1 million in our recent round 

Any plans on raising capital in the future? As we grow, operationalize and further expand the business plan, we expect there will be additional funding rounds to fund our global expansion plans.

 Most important company 5-year goal: To establish ourselves as a leading global psychedelics and wellness company that offers products that are helping to support people in leading better, more rewarding, and more fulfilling lives. With the estate of Bob Marley and the brand we are developing together, we will create the first-ever global mushroom brand. Over time, we will introduce a portfolio of quality branded products with the intention of becoming the leading global brand in the functional and psychedelic mushroom category.

 

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Delic’s Acquisition Target Proposes Acquisition Of 2 Additional Ketamine Clinic Locations

VANCOUVER, BC, May 17, 2021 – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV“), has closed its previously-announced non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of CAD$0.30 per Subscription Receipt for gross proceeds of $3,432,356. The gross proceeds of the Offering will be held by an escrow agent until satisfaction of the Escrow Release Conditions (as defined below).

Each Subscription Receipt entitles the holder thereof to receive, in certain circumstances, one (1) common share of CBDV (“Common Share“) and one (1) Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder thereof to purchase one (1) Common Share (“Warrant Share“) at a price of $0.40 for a period of twenty-four (24) months after the closing of the acquisition by DELIC of CBDV (the “Transaction“).

Following the completion, satisfaction or waiver of all conditions precedent to the Transaction prior to 5:00 pm (Vancouver time) on June 30, 2021 (the “Escrow Release Conditions“), and immediately prior to closing of the Transaction: (i) each Subscription Receipt will be converted into one Common Share and one Warrant, which, concurrent with the closing of the Transaction, will be immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering will be released to CBDV.

If the Transaction is not completed by 5:00 pm (Vancouver time) on June 30, 2021, holders of the Subscription Receipts will receive from the escrow agent an amount equal to their full subscription price.

Matt Stang, Co-Founder and CEO, stated “The closing of this private placement continues to show our shareholders that we are committed to expanding the DELIC platform as we move closer towards finalizing our acquisition of CBDV and more. We are committed to ensuring the best interests of our shareholders and helping bring greater access to psychedelic wellness to everyone.”

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About CBDV

Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.
DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Complex Biotech Discovery Ventures (under binding acquisition agreement) the first licensed entity by Health Canada to conduct research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement), one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a network whose mission is to provide education, research, high-quality products, and treatment options to the wellness and psychedelics industries.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Posted on

CBDVL Announces Closing of Non-Brokered Private Placement

VANCOUVER, BC, May 17, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV“), has closed its previously-announced non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of CAD$0.30 per Subscription Receipt for gross proceeds of $3,432,356. The gross proceeds of the Offering will be held by an escrow agent until satisfaction of the Escrow Release Conditions (as defined below).

Each Subscription Receipt entitles the holder thereof to receive, in certain circumstances, one (1) common share of CBDV (“Common Share“) and one (1) Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder thereof to purchase one (1) Common Share (“Warrant Share“) at a price of $0.40 for a period of twenty-four (24) months after the closing of the acquisition by DELIC of CBDV (the “Transaction“).

Following the completion, satisfaction or waiver of all conditions precedent to the Transaction prior to 5:00 pm (Vancouver time) on June 30, 2021 (the “Escrow Release Conditions“), and immediately prior to closing of the Transaction: (i) each Subscription Receipt will be converted into one Common Share and one Warrant, which, concurrent with the closing of the Transaction, will be immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering will be released to CBDV.

If the Transaction is not completed by 5:00 pm (Vancouver time) on June 30, 2021, holders of the Subscription Receipts will receive from the escrow agent an amount equal to their full subscription price.

Matt Stang, Co-Founder and CEO, stated “The closing of this private placement continues to show our shareholders that we are committed to expanding the DELIC platform as we move closer towards finalizing our acquisition of CBDV and more. We are committed to ensuring the best interests of our shareholders and helping bring greater access to psychedelic wellness to everyone.”

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About CBDV

Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.
DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Complex Biotech Discovery Ventures (under binding acquisition agreement) the first licensed entity by Health Canada to conduct research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement), one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a network whose mission is to provide education, research, high-quality products, and treatment options to the wellness and psychedelics industries.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of DELIC’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, closing of the Transaction, satisfaction of the Escrow Release Conditions, use of proceeds of the Offering, and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, DELIC is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of DELIC to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, DELIC has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability of the parties to consummate the Transaction; the ability to satisfy the conditions to closing of the Transaction and the Escrow Release Conditions on the proposed terms and schedule; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the transaction.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although DELIC believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and DELIC does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE Delic Holdings Inc.

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Numinus Wellness Announces Key Leadership Hires to Support Rapid Growth and Innovation

Experienced executives fill senior roles in business development, M&A, clinic operations and design, and corporate communications

VANCOUVER, BC, May 13, 2021 – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced the appointments of five experienced leaders to support strategic growth initiatives across the Company’s three divisions – Numinus Health, Numinus R&D and Numinus Bioscience.

The new hires fill key roles in innovation, communications, business development, mergers and acquisitions, market research and clinic operations. They will support the Company’s goals to expand its clinic network internationally, develop and deliver safe and effective psychedelic-assisted psychotherapies, and enhance laboratory capabilities.

“At Numinus, our rapidly growing team of proven and experienced medical, business and clinical leaders are building the future of mental health care,” said Payton Nyquvest, President, CEO and Chair at Numinus. “Today’s new hires are collaborative leaders who have the expertise and ambition to effectively scale our Company while supporting our vision to help people to heal and be well.”

The Numinus team additions include:

  • Wajahat Ali, Director of Mergers and Acquisitions, is an expert in data-driven corporate finance with extensive experience in private equity, valuations, financial modeling, planning, analysis and restructuring. As director of corporate development, he spearheaded Lifemark Health Group’s acquisition strategies and managed the transaction process from offer to integration.
  • Jason Lapensee, Vice President of National Clinic Operations, is an accomplished leader in the healthcare industry. Most recently serving as Director of Operations at Dawson Dental Centres, he played a key role in developing the operational framework to scale the business from 12 to 35 practices over seven years.
  • Ian Noble, Chief Communications Officer, is a communications and media executive with deep experience in capital markets, issues management, brand, and integrated awareness and advocacy campaigns. He recently served as VP, Media and Financial Communications, Edelman Vancouver.
  • Raseel Sehmi, Vice President of Business Development & Strategic Partnerships, offers more than 15 years of international and cross-sector leadership experience, most recently as Director, Global Partnerships & Business Development with ATB Ventures. She has a track record of enabling digital innovation across Canada, and helping pioneering companies accelerate business growth, innovation and social impact.
  • Pam Sethi, Vice President of Experience Design & Innovation, is an award-winning leader in mental health innovation. She has extensive healthcare and innovation design experience in the public and private sectors, nationally and globally, and most recently served as Chief Innovation Officer at the Institute for Advancement in Mental Health.

Over the past few months, Numinus has also added employees in sales, marketing, people and culture, market research and clinic operations, and promoted clinical leadership from within. The Company continues to grow and add staff, and currently has more than 25 open positions.

Numinus engages market maker

Numinus has retained the services of Generation IACP Inc. (“GIACP”) to provide market-making services to the Company. GIACP has agreed to comply with all applicable securities laws and the policies of the TSX Venture Exchange in providing such services to the Company. GIACP will receive a monthly fee of CDN$7,500 plus applicable taxes. The agreement between the Company and GIACP dated April 26, 2021 (the “Agreement”) is for an initial term of six months and shall be automatically renewed for subsequent six month periods (collectively, the “Term”) unless the Company provides written notice of termination to GIACP at least 30 days prior to the end of the Term or GIACP provides a written notice of termination to the Company. Commencing on the first anniversary of the Agreement, the fee payable to GIACP will automatically increase annually by 3.0%. No stock options or other compensation are being granted in connection with the engagement.

GIACP is arm’s length to the Company. GIACP’s market making activity will be primarily to correct temporary imbalances in the supply and demand of the common shares in the capital of the Company (the “Shares”). GIACP will be responsible for the costs it incurs in buying and selling the Shares, and no third party will be providing funds or securities for market making activities.

###

About Numinus

Numinus Wellness (TSX-V: NUMI) empowers people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus Wellness model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance abuse. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice, and building the foundation for a healthier society.

Learn more at numinus.ca, and follow us on Facebook, Twitter, 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 of psychedelic therapies, due to inconsistent public opinion, perception of the medical-use of psychedelics, 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; the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers; the development and implementation of medical protocols and treatment standard operating procedures for the use of psychedelic therapies; the Company’s goals to develop and implement partnerships with research organizations and other key players in the integrative mental health industry; the Company’s ability to successfully withstand the economic impact of COVID-19; the medical benefits, safety, efficacy, dosing and social acceptance of psychedelics; the approval and/or success of compassionate access clinical trials; the cultivation and harvest of Psilocybe mushrooms; and the availability of trained personnel and medical professionals. 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.

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.

For further information:

May Lee

Communications Manager

Numinus

may@numinus.ca

For media inquiries:

Catherine Snider

Kaiser & Partners

catherine.snider@kaiserpartners.com

Posted on

Numinus Wellness and Optimi Health Submit All-Natural Psilocybin Extract to Health Canada for Pre-Clinical Trial Application

Partnership Aimed at Delivering Psychedelic Capsule for Dosing Study in Human Clinical Trial

VANCOUVER (May 11, 2021) – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, and Optimi Health Corp. (CSE: OPTI) (OTC: OPTHF) (FRA: 8BN), developers of a vertically integrated functional mushroom brand focused on the health and wellness sector, have met another early milestone in the development of an initial all natural psilocybin extract.

Optimi and Numinus, through Impact Clinical Trials Accelerator at the University of Calgary (“Impact”), have submitted a pre-clinical trial application to Health Canada for review and comment. Meanwhile, cultivation, research, formulation and continuous validation studies to produce the investigational psilocybin extract for trial continue at the Health Canada-licensed Numinus lab in British Columbia, Canada.

Key information submitted in the information package provided to Health Canada includes the investigational product’s chemical constituents, genotype, and formulation as well as procedures and processes to produce a consistent dosage from Psilocybe mushrooms.

With Health Canada’s feedback and anticipated regulatory approvals, Numinus plans to use the candidate mushroom clone to develop a uniform all-natural psilocybin capsule for use in Optimi’s human clinical trials, initially for a dosing study and then expanding into trials for a variety of human health conditions.

Optimi will retain 100% ownership of the resulting all-natural psilocybin capsule and full intellectual property rights to its use.

Optimi Chairman of the Board JJ Wilson comments, “This is another important step for our commitment to the development of naturally sourced, evidence-based product formulations. As a cornerstone of our brand positioning, we believe that future consumer demand will be based on efficacy, cost, and source integrity. By using natural products, we seek to unlock the full value potential in this sector. With the work we are embarking on today with the teams at Numinus and Impact, we are aiming for what we hope will become blockbuster candidates able to significantly transform the mental health therapeutic landscape, while remaining true to historic principles and natural organic origins.”

“Numinus is pleased to partner with Optimi on this important work and provide the expertise, licensed facility and specialized equipment required to quickly develop, formulate and rigorously test products derived from natural Psilocybe sources and prepare them for Health Canada submissions and approvals,” said Sharan Sidhu, Science Officer and General Manager, Numinus Bioscience. “We look forward to continuing our work with Optimi to develop safe, standardized and reproducible products that provide meaningful and accurate clinical trial data.”

Numinus Bioscience recently received amendments to its federal license to allow the possession, production, assembly, sale, export, and delivery for a wide variety of psychedelics including – for the first time – Ketamine and Lysergic acid diethylamide (LSD). The amendment also supports Numinus Bioscience’s role in activities related to Mescaline, N, N-Dimethyltryptamine (DMT), N-Methyl 3,4, methylenedioxyamphetamine (MDMA), Psilocin and Psilocybin.

###

About Numinus

Numinus Wellness (TSX-V: NUMI) empowers people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus Wellness model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance abuse. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice, and building the foundation for a healthier society.

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

About Optimi (CSE: OPTI) (OTC: OPTHF) (FRA: 8BN)

Optimi is developing a sophisticated mushroom brand that focuses on the health and wellness markets. With a vertically integrated approach, Optimi intends to cultivate, extract, process and distribute high quality functional mushroom products at its two facilities comprising a total of 20,000 square feet nearing completion in Princeton, British Columbia. To fully investigate the science of mushrooms, the Company has received a research exemption under Health Canada Food and Drug Regulations (FDR) for the use of Psilocybin and Psilocin for scientific purposes via its wholly owned subsidiary Optimi Labs Inc. Optimi has also applied for a dealer’s license under Canada’s Narcotic Control Regulations governing possession, distribution, sale, laboratory analysis of and research and development of Psilocybin and Psilocin formulations. Optimi is committed to expert cultivation and quality production subject to and in accordance with the terms of all applicable laws and governing regulations to ensure safe, superior Canadian fungi production.

Find out more at: https://optimihealth.ca/.

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 of psychedelic therapies, due to inconsistent public opinion, perception of the medical-use of psychedelics, 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; the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers; the development and implementation of medical protocols and treatment standard operating procedures for the use of psychedelic therapies; the Company’s goals to develop and implement partnerships with research organizations and other key players in the integrative mental health industry; the Company’s ability to successfully withstand the economic impact of COVID-19; the medical benefits, safety, efficacy, dosing and social acceptance of psychedelics; the approval and/or success of compassionate access clinical trials; the cultivation and harvest of Psilocybe mushrooms; and the availability of trained personnel and medical professionals. 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.

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.

For further information:

May Lee

Communications Manager

Numinus

may@numinus.ca

For media inquiries:

Catherine Snider

Kaiser & Partners

catherine.snider@kaiserpartners.com

Posted on

Numinus Congratulates MAPS on Phase 3 Clinical Trial Demonstrating Significant Benefits of MDMA-Assisted Therapy for Severe PTSD

Numinus and Multidisciplinary Association for Psychedelic Studies collaboration will conduct follow-on Compassionate Access trial in real-world setting in Vancouver, Canada

VANCOUVER (May 10, 2021) – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today congratulates the Multidisciplinary Association for Psychedelic Studies (MAPS) and the MAPP1 trial study team for their announcement of results from the Phase 3 randomized clinical trial of MDMA-assisted therapy for the treatment of severe post-traumatic stress disorder (PTSD).

The trial involved 90 participants with chronic PTSD. It demonstrated that 88% of participants who received three controlled and supervised MDMA-assisted therapy sessions experienced a clinically significant reduction in symptoms, with 67% no longer qualifying for PTSD diagnosis in comparison to 32% of participants randomized to placebo. Study participants had PTSD diagnoses from a range of causes, including combat-related events, accidents, abuse, sexual harm and developmental trauma.

The results, published in the peer-reviewed medical journal Nature Medicine, presented no serious safety concerns, and confirmed earlier findings from MAPS’ six completed Phase 2 clinical trials that demonstrated clear safety and efficacy of MDMA-assisted therapy.

“These Phase 3 results confirm the substantial efficacy and safety of MDMA-assisted therapy for PTSD under the MAPS protocol,” said Payton Nyquvest, Chief Executive Officer of Numinus. “We hope this evidence encourages health regulators to urgently consider policy changes that broaden safe and evidence-based access not only to MDMA but other psychedelic-assisted therapies for mental health care.”

Phase 3 is the final phase of research required by regulators, such as Health Canada and the U.S. Food and Drug Administration (FDA), before deciding whether or not to approve MDMA as a legal prescription treatment for PTSD.

Bringing clinical results into a real-world context

Numinus and MAPS Public Benefit Corporation (PBC), a wholly-owned benefit subsidiary of MAPS, announced in December 2020 their collaboration on a compassionate access trial to deliver MDMA-assisted psychotherapy for PTSD for individuals with treatment-resistant PTSD who are unable to access MDMA-assisted therapy through a Phase 3 trial. Key milestones have since been announced, including the finalization of treatment protocols, training of trial therapists and appointment of lead investigators. The trial is currently in pre-implementation phase and will move into implementation in summer 2021.

“Our compassionate access trial seeks to provide additional safety data to Health Canada that we expect will add to this impressive Phase 3 data to support eventual approval of MDMA-assisted psychotherapy for Canadians with PTSD,” said Dr. Devon Christie, Medical and Therapeutics Services Director of Numinus and Principal Investigator of the compassionate access trial by Numinus and MAPS. “The results highlight the importance of continued efforts such as those by Numinus to bring these treatments to the mainstream.”

Millions are affected globally by PTSD. Canada showed the highest incidence of PTSD in a large-scale study of 24 countries that indicated 1 in 11 Canadians will suffer from PTSD in their lifetime.¹ Current mental health treatments often present limited benefits, poor uptake and negative side effects while requiring chronic medication utilization. Psychedelic-assisted therapy is becoming more mainstream and increasingly accepted by US and Canadian regulators, and has been validated by academic and industry research. MDMA-assisted therapies for PTSD increasingly demonstrate efficacy, including one study showing higher safety and greater effectiveness compared to two common antidepressants² and another study showing both substantial clinical impact and potential cost-savings of millions of dollars per year.³

Media, please note video content: Dr. Devon Christie provides her thoughts on the critical importance of the MAPS Phase 3 trial results:

and further information on the upcoming Phase 2 compassionate access trial undertaken by Numinus and MAPS PBC in Canada:

1. Post‐Traumatic Stress Disorder in Canada. CNS Neuroscience & therapeutics. 13 Aug 2008.

2. Breakthrough for Trauma Treatment: Safety and Efficacy of MDMA-Assisted Psychotherapy Compared to Paroxetine and Sertraline. Frontiers in Psychiatry. 12 Sep 2019.

3. The cost-effectiveness of MDMA-assisted psychotherapy for the treatment of chronic, treatment-resistant PTSD. PLOS ONE. 14 Oct 2020.

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About Numinus

Numinus Wellness (TSX-V: NUMI) empowers people to heal and be well through the development and delivery of innovative mental health care and access to safe, evidence-based psychedelic-assisted therapies. The Numinus Wellness model – including psychedelic production, research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance abuse. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice, and building the foundation for a healthier society.

Learn more at numinus.ca, and follow us on Facebook, Twitter, 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 of psychedelic therapies, due to inconsistent public opinion, perception of the medical-use of psychedelics, 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; the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers; the development and implementation of medical protocols and treatment standard operating procedures for the use of psychedelic therapies; the Company’s goals to develop and implement partnerships with research organizations and other key players in the integrative mental health industry; the Company’s ability to successfully withstand the economic impact of COVID-19; the medical benefits, safety, efficacy, dosing and social acceptance of psychedelics; the approval and/or success of compassionate access clinical trials; the cultivation and harvest of Psilocybe mushrooms; and the availability of trained personnel and medical professionals. 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.

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.

For further information:

May Lee

Communications Manager

Numinus

may@numinus.ca

For media inquiries:

Catherine Snider

Kaiser & Partners

catherine.snider@kaiserpartners.com

Posted on

HAVN LABS JAMAICA FACILITY NOW FULLY OPERATIONAL

The Company has started production of its first grow with local partner Hypha Wellness.

Vancouver, BC – Havn Life Sciences Inc. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the “Company” or “Havn Life”),  a biotechnology company pursuing standardized extraction of psychoactive compounds and the development of natural healthcare products, is pleased to announce that it now has a fully operational mycology lab and production facility in Jamaica.

By operationalizing the facility, the Company’s research division, Havn Labs, has begun  production alongside local partner Hypha Wellness, a Jamaican-based food and psychoactive mushroom producer. This puts the Company on track to deliver naturally-derived psilocybin products to clinical studies and researchers by Q4 2021.

Jamaica is an ideal site for the new facility, as it has very favourable regulations for the production of psilocybin-containing mushrooms. At its new facility, Havn Labs will develop optimized, sterile growing criteria for psilocybe mushrooms. Chief Psychedelic Officer Dr. Ivan Casselman and Chief Research Officer Alexzander Samuelsson bring decades of experience in plant medicine, and will lead the operation with the support of local staff.

In addition, the Havn Labs team in Jamaica has been interfacing with local government officials to help advise on many different aspects of mycology.  “We want to build strong partnerships with government, industry, and academics here in Jamaica,” noted Dr. Ivan Casselman, Havn Life’s Chief Psychedelic Officer. “The Jamaican psilocybin mushroom industry has a lot of potential, so it is important for our team to help support and build a sustainable industry here. Over the last 3 months, we have been meeting with several key stakeholders to develop collaborative relationships. We are very excited to further develop these relationships and help build the Jamaican medicinal psilocybin mushroom industry.”

By taking a multidisciplinary, multi sector approach to promoting the psychedelic industry in Jamaica, Havn Labs is signalling its commitment to sustainable, evidence-based, and high quality extraction of psychoactive compounds. With production underway, the Company takes a significant step forward in making these compounds available for research that can unlock human potential.

On Behalf of The Board of Directors
Tim Moore
Chief Executive Officer

About Havn Life Sciences Inc.

Havn Life Sciences is a Canadian biotechnology company pursuing standardized extraction of psychoactive compounds, the development of natural healthcare products, and innovative mental health treatment to support brain health and enhance the capabilities of the mind. Learn more at: havnlife.com and follow us on Facebook, Twitter, Instagram and Youtube.

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