Posted on

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

Dr. Evan Wood Numinus

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

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

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

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

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

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

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

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

Dr. Wood’s Additional Roles & Resources:

Awards:

– 30 –

Contact:

Investor Inquiries:

invest@numinus.ca

Media Inquiries:

Emily Edwards, NATIONAL

eedwards@national.ca

604-842-6490

General Inquiries:

hello@numinus.ca

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

Pour investir et obtenir des renseignements généraux en français:

Remy Scalabrini, Maricom

investir@numinus.ca

888-585-6274

About Numinus

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

Forward Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to operate and expand the Company’s facilities; engaging in activities which currently are illegal under Canadian federal law and the uncertainty of existing protection from Canadian federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company’s limited operating history and lack of historical profits; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, including closing of the financings contemplated herein; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.

Posted on

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

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

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

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

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

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

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

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

About Numinus

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

Contact:

Investor Inquiries:

invest@numinus.ca

Media Inquiries:

Emily Edwards, NATIONAL

eedwards@national.ca

604-842-6490

General Inquiries:

hello@numinus.ca

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

Pour investir et obtenir des renseignements généraux en français:

Remy Scalabrini, Maricom

investir@numinus.ca

888-585-6274

Forward Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to operate and expand the Company’s facilities; engaging in activities which currently are illegal under Canadian federal law and the uncertainty of existing protection from Canadian federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company’s limited operating history and lack of historical profits; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, including closing of the financings contemplated herein; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.

Posted on

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

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

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

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

Transaction

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

Financing

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

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

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

Escrow

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

Board and Management

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

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

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

ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.

Payton Nyquvest

President, Chief Executive Officer and Chair

For further information contact:

Stacey Wallin

Chief Strategy Officer

1.833.686.4687

Reader Advisory

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the Company’s business plans and the outlook of the Company’s industry. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Salvation, their securities, or their respective financial or operating results (as applicable).

Posted on

Rojo Resources Ltd. announces the conditional approval of reverse take-over transaction with Salvation Botanicals Ltd.

Rojo Resources Ltd. (“Rojo” or the “Company”) (TSXV: RJ:H) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “Exchange”) for its proposed reverse take-over transaction (the “Transaction”) pursuant to the definitive arrangement agreement dated October 2, 2019, as amended by the amended and restated arrangement agreement dated March 9, 2020 (the “Arrangement Agreement”), entered into with Salvation Botanicals Ltd. (“Salvation”). The Transaction will result in Rojo’s reactivation and graduation from the NEX board of the Exchange to a Tier 2 industrial issuer.

Pursuant to the Arrangement Agreement, Rojo will change its name to “Numinus Wellness Inc.”, or such other name as may be agreed to by Rojo and Salvation, and consolidate its issued and outstanding common shares on the basis of 2:1. Upon completion of the Transaction, Salvation will become a subsidiary of Rojo and continue its business as a public company listed on the Exchange.

Completion of the Transaction is subject to a number of standard closing conditions and final Exchange approval. A copy of the Company’s Filing Statement, which contains detailed information in respect of Rojo, Salvation, and the proposed business of the combined company on completion of the Transaction, has been filed and is available under the Company’s profile at www.sedar.com.

The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Trading in the securities of Rojo should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

ON BEHALF OF THE BOARD OF ROJO RESOURCES LTD.

Allen Morishita

President and Chief Executive Officer

For further information contact:

Patricia Wilson

Chief Financial Officer
604 803-2201

Neither 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.

This news release contains forward-looking statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Rojo’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by Rojo with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

Posted on

Rojo Resources Ltd. announces closing of subscription receipt offering, Salvation Botanicals closes sidecar private placement – aggregate gross proceeds of $6,000,000 raised

VANCOUVER (March 10, 2020) — Rojo Resources Ltd. (“Rojo” or the “Company”) (TSXV: RJ:H) is pleased to announce that it has closed its previously announced private placement of subscription receipts. The private placement was over-subscribed and raised gross proceeds of $5,745,000 (the “Offering”). In addition to proceeds raised by Rojo under the Offering, the target company of Rojo’s proposed reverse takeover Salvation Botanicals Ltd. (“Salvation”) has also completed a non-brokered private placement of 1,020,000 units (“Units”) for gross proceeds of $255,000 (the “Sidecar”), for aggregate gross Offering and Sidecar proceeds of $6,000,000.

Rojo issued 45,960,000 subscription receipts (the “Subscription Receipts”) at a price of $0.125 per Subscription Receipt ($0.25 per Subscription Receipt on a post-consolidation basis, with reference to the Company’s previously announced 2:1 common share consolidation). The gross proceeds from the Offering will be held in escrow by Computershare Trust Company of Canada and will be released upon completion of the escrow release conditions, which include completion of the Company’s acquisition by plan of arrangement of Salvation, which includes Salvation’s wholly-owned subsidiary, Numinus Wellness Inc. (“Numinus”). The entity resulting from the acquisition is referred to as the “Resulting Issuer”.

The Resulting Issuer aims to operate at the forefront of the transformative change in treating the growing prevalence of mental health issues and desire for greater overall wellness through regulated alternative medicine therapies including the use of cannabinoids and, subject to regulatory approval, psychedelic drug treatments. The Resulting Issuer has an established and integrated treatment and healing centre with the goal of creating a model to scale globally.

The Resulting Issuer proposes to deploy the additional working capital provided by the substantial oversubscription of the Offering and Sidecar to:

  1. upgrade its existing integrated treatment and healing centre, as well as expand the network of centres through acquisitions of existing facilities;
  2. upgrade Salvation’s existing laboratory and processing facilities;
  3. finance the completion of Salvation’s cannabis sales license application process with Health Canada;
  4. build a comprehensive research and development facility to advance the growth and sophistication of both Salvation and Numinus’ offerings;
  5. engage the growing community of experts in psychedelic therapy protocol developments to enhance and grow the scope of Numinus’ services, and provide additional training to Numinus’ staff in respect of same;
  6. to fund strategic partnerships aimed at developing a model that uses research, therapies and technology to advance public health and wellness; and
  7. for general working capital.

In connection with the plan of arrangement, pursuant to which Rojo will acquire Salvation (including its wholly-owned subsidiary Numinus), the Company will prepare and file a filing statement on TSX Venture Exchange Form 3D2 (the “Filing Statement”). When available under the Company’s profile at www.sedar.com, investors are encouraged to review the entirety of the Filing Statement for greater detail in respect of the business of the Company, business of Salvation, the proposed business of the Resulting Issuer and the use of proceeds discussed above.

As a result of the 2:1 common share consolidation, each two Subscription Receipts represents the right to automatically receive, upon closing of the Company’s proposed plan of arrangement, one unit of the Resulting Issuer, each unit comprising one common share and one-half of one share purchase warrant (the “Warrants”). Each Warrant will entitle the holder to acquire for a period of 2 years, one common share at a price of 50 cents per share, subject to accelerated expiry. The Warrants contain an accelerator clause whereby, if at any time after the date of issuance and prior to the expiry of the Warrants the volume-weighted average trading price of the common shares exceeds 75 cents for a period of 10 consecutive trading days, the Resulting Issuer is entitled, at its option, to accelerate the expiry date of the Warrants by delivering written notice to the holders of Warrants, to a date that is not less than 30 days following the delivery of such written notice. The Salvation Units issued under the Sidecar are each comprised of one common share of Salvation, and one warrant of Salvation having the same terms as the Warrants. All securities of Salvation issued in the Sidecar will be included in the previously announced acquisition of Salvation by Rojo on a 1:1 basis.

The Company has agreed to pay certain finder’s fees in connection with the Offering. The finder’s fees are not payable until the escrow release conditions are met, being the closing of the Company’s acquisition of Salvation.

ON BEHALF OF THE BOARD

Rojo Resources Ltd.

Allen Morishita

President and Chief Executive Officer

For further information contact:

Michael Tan

Chief Operating Officer at Salvation/Numinus
1-855-420-8617

About Salvation

Since 2016, Salvation Botanicals Ltd. has been committed to helping customers create safe and reliable products through analytical services and full-spectrum testing. Based in Nanaimo, B.C. Salvation operates out of a state-of–the-art 7,000 sq foot facility that is one of the largest labs in Western Canada. Salvation deploys acclaimed scientists and lab technicians devoted to research and building intellectual capital in the cannabis and psychedelics sectors to advance intelligence in the alternative medicine field for the treatment of many illnesses and for general wellness. For more information regarding Salvation go to: www.salvationbioscience.ca. Through its subsidiary Numinus Wellness Inc., Salvation intends to provide alternative medicinal services and tested products at its healing centre. For more information about Numinus go to: www.numinus.ca.

Stat… in this press release regarding Rojo which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the acquisition of Salvation (the “Transaction”). Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Statements made in this press release regarding Salvation and Numinus are based on information provided to Rojo by Salvation and Numinus management.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Transaction for any reason, including adverse due diligence results and TSX Venture Exchange refusal of the Transaction; (ii) adverse market conditions; (iii) the need for additional financing; and (iv) change in laws and regulations regarding the industry in which Salvation operates. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

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

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

Neither 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.

Posted on

End-to-end solution in psychedelic therapies establishes Numinus as leader in emerging space

VANCOUVER (February 24, 2020)—With momentum building for the use of psychedelic substances in the treatment of mental illness, addiction and trauma, Vancouver-based Numinus Wellness Inc. (“Numinus”) is now one of the first in-market, fully integrated companies in the psychedelic space in North America.

Numinus is an operating company at the forefront of the transformative change in treating the growing prevalence of mental health issues and desire for greater wellness. The company was created from the merger of Salvation Botanicals and Numinus Wellness Inc. and aims to go public via an RTO with Rojo Resources in Q1 2020, subject to exchange approval. Psychedelic therapies have been designated breakthrough therapy status by the FDA due to their promising therapeutic potential.

“While we are excited about the future of psychedelics, these substances will not be approved for recreational use; this is not cannabis,” says Numinus CEO and Founder Payton Nyquvest. “Psychedelics are therapeutic, where the application of these substances will only happen in safe, controlled treatment environments.”

Through Salvation Labs (a Numinus subsidiary), Numinus has a dealer’s licence which allows Numinus to test, possess, buy and sell MDMA, psilocybin, psilocin, DMT and mescaline. Numinus is seeking to expand the licence to include activities such as import/export, testing and R&D. The expanded licence will allow Numinus to support the growing number of studies on the potential benefits of psychedelic therapies through the supply and distribution of these substances.

Numinus is currently operating a stand-alone centre offering patients integrative health solutions to help heal, connect and grow. A purpose-built facility is planned for Vancouver in 2020.

The company’s goal is to create and operate a network of wellness centres offering a unique set of treatments that can be specifically developed for each individual. In future and when approved for use by appropriate regulatory bodies, Numinus aims to guide suitable candidates in the use of psychedelics. Numinus would conduct these therapies working in partnership with various health and research organizations.

Numinus is led by Payton Nyquvest and Stacey Wallin, proven entrepreneurs and business leaders who have benefitted from transformative therapies in their own lives. The pair has built a strong network of executives, advisors and partners to take Numinus to the market.

“The societal costs of mental illness, addictions, trauma and unmet human potential are much too high,” Nyquvest says. “New approaches, new treatments and new ways of thinking are required — solutions where the world of health care and technology collide — to help individuals and communities heal, discover meaning and make deeper connections.”

Contact:

Emily Edwards | NATIONAL Vancouver

Email: eedwards@national.ca | Phone: 604-842-6490

Forward Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to operate and expand the Company’s facilities; engaging in activities which currently are illegal under Canadian federal law and the uncertainty of existing protection from Canadian federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company’s limited operating history and lack of historical profits; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, including closing of the financings contemplated herein; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.