Novamind Obtains Final Order for Plan of Arrangement from the Supreme Court of British Columbia and Completes Acquisition by Numinus Wellness Inc.
TORONTO, ON / June 10, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2)(“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, announced today that the Company has completed its previously announced acquisition by Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) (“Numinus”) by way of a plan of arrangement (the “Transaction”) following receipt of a final order from the Supreme Court of British Columbia.
Pursuant to the Transaction, Numinus acquired all of the common shares of Novamind (“Novamind Shares”) and the holders of Novamind Shares have received 0.84 (the “Exchange Ratio”) of a common share of Numinus (each a “Numinus Share”) for each Novamind Share held. In addition, each Novamind option has been exchanged for replacement Numinus options that entitle the holders to receive, upon exercise thereof, Numinus Shares based upon the Exchange Ratio. Holders of Novamind restricted share units (“Novamind RSUs”) received the number of Numinus Shares equal to the number of Novamind Shares such holder was entitled to under each Novamind RSU, subject to any withholdings or deductions, multiplied by the Exchange Ratio.
The Novamind Shares will be delisted from the Canadian Securities Exchange (“CSE”) and Novamind intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Full details of the Transaction are described in the Company’s management information circular dated May 6, 2022, which is available on the Company’s SEDAR profile at www.sedar.com.
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, VP, Communications
This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company. 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 the Company’s expectations including the risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The Company does not assume any obligation to update forward‐looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws.
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