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.
About Novamind 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.
Contact Information Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements 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.
Cautionary Statements Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Numinus shareholders, at a separate meeting held today, have also approved the resolutions related to the Transaction
Transaction expected to be completed on or about June 10, 2022
TORONTO, ON / June 8, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2)(“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce that at its special meeting (the “Meeting”) of its holders (the “Shareholders”) of common shares (the “Novamind Shares”) held today, Shareholders voted to approve the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) in an all-share transaction (the “Transaction”). Numinus shareholders have also voted to approve the acquisition of Novamind in a separate meeting of Numinus shareholders held today.
The Transaction required approval by not less than two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, and by a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than the persons required to be excluded for the purpose of such vote pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
A total of 28,403,240 Novamind Shares were voted at the Meeting in-person or by proxy, representing approximately 57.0% of the issued and outstanding Novamind Shares as at May 2, 2022, with 98.5% voting in favor of the Transaction (96.5% after excluding the votes required to be excluded in determining minority approval pursuant to MI 61-101).
The completion of the Transaction is also conditional upon the approval of the Supreme Court of British Columbia (the “Court”) and satisfaction of other customary approvals including regulatory and third-party approvals. The application for the final order from the Court is scheduled to be heard on June 10, 2022. Assuming all conditions to closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about June 10, 2022. Following completion of the Transaction it is anticipated that Novamind Shares will be delisted from the Canadian Securities Exchange and the Company will cease to be a reporting issuer under applicable Canadian securities law. The Shares will also no longer be posted for trading on the OTCQB.
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.
About Novamind 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.
Contact Information Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to the Transaction. 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 expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required regulatory and court approvals, including the final order, and 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.
Cautionary Statements The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
TORONTO, ON / June 2, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2)(“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, today announced new patient financing options to help patients access critical mental healthcare services at its six clinic locations in Utah. The Company now accepts Synchrony’s CareCredit credit card for treatments including Transcranial Magnetic Stimulation (TMS), ketamine therapy and Spravato therapy.
Affordability of mental healthcare services remains a primary barrier to accessing treatment in the U.S. In a 2021 survey from McKinsey & Company, almost one fourth of respondents reported deferring mental healthcare, with lack of affordable treatment ranking as the top reason why.1
“Novamind is committed to ensuring that as many patients as possible can access mental health treatment,” said Seneca Anderson, SVP Operations. “Further to delivering the highest standard of care in a variety of accessible formats, whether it’s virtual, in-person, one-on-one or in groups, we’re pleased to implement additional flexible patient financing options like CareCredit at our clinics to reduce barriers to care.”
CareCredit enables patients with a quick prequalifying process and applications via mobile device or over the phone, resulting in an instant credit decision. Once approved, patients can immediately use the CareCredit credit card to pay for deductibles, copays and coinsurance, as well as other costs not covered by insurance.
About Novamind 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.
Contact Information Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements. 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 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 laws.
Record high quarterly revenue of $3,227,352, +32% over the previous quarter
Growth driven by Arizona acquisition, expanding clinic network to eight total locations
Numinus to acquire Novamind, creating a preeminent North American platform, spanning 13 wellness clinics, four research sites and one bioanalytical laboratory
TORONTO, ON / May 31, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, reported its financial results for the three and nine months ended March 31, 2022 (“Fiscal Q3 2022”). All results are reported under International Financial Reporting Standards (“IFRS”) and in Canadian dollars, unless otherwise specified.
Novamind CEO, Yaron Conforti, commented, “Once again, we’re pleased to report record-high revenue this quarter. Growth was driven by our recent expansion to Arizona in addition to the continued progress of our Utah operations. With the anticipated shareholder approval of the acquisition of Novamind by Numinus in June, the Company is well-positioned to continue this record growth in pursuit of its mission to responsibly reintroduce psychedelic therapy to mental healthcare.”
Fiscal Q3 2022 Operating Highlights and Subsequent Events
The Company entered into a definitive arrangement agreement (the “Arrangement”) pursuant to which Numinus Wellness (“Numinus”), will acquire Novamind in an all-share transaction
Pending shareholder approval, holders of Novamind common shares (“Novamind Shareholders”) will receive 0.84 of a common share of Numinus for each Novamind share held
The Arrangement values Novamind at $26.2 million on a fully diluted in-the-money basis, representing a premium of 51% to Novamind’s 20-day volume-weighted average price on the Canadian Securities Exchange as of April 8, 2022
A special meeting of the Company’s shareholders will be held on June 8, 2022, to approve the proposed acquisition of Novamind by Numinus
Closed the acquisition of Arizona-based Foundations for Change, Inc., a mental health practice specialized in ketamine-assisted psychotherapy
Opened the Company’s eighth integrative psychiatry clinic, located in Phoenix, Arizona
Launched Groups by Novamind, an expansion of the Company’s clinical care model focused on increasing patient access to mental health treatments
Novamind’s strategic partner, Bienstar Wellness Corp., signed a letter of intent to acquire BRC Saude Mental E Terapias Assistidas Ltda., a leader in specialized ibogaine treatments for substance use disorder based in Sao Paolo, Brazil
Contracted to provide clinical research services for the following clinical trials:
A phase IIb randomized clinical trial investigating lysergic acid diethylamide (LSD) for generalized anxiety disorder in adults, sponsored by MindMed
A phase II clinical trial investigating psilocybin for major depressive disorder, sponsored by the Usona Institute
A phase II clinical trial investigating ketamine-assisted psychotherapy for adults with life-threatening illnesses, sponsored by the Ketamine Research Foundation
A phase I clinical trial investigating the safety and efficacy of ketamine-assisted psychotherapy combined with Mindfulness-Oriented Recovery Enhancement therapy for the treatment of adults with opioid use disorder
A phase II clinical trial investigating an antidepressant medication for adults with major depressive disorder and PTSD, sponsored by Alto Neuroscience
A phase II randomized clinical study for the acute treatment of social anxiety disorder, sponsored by Bionomics
Fiscal Q3 2022 Financial Highlights
Total revenue $3,227,352, +32% over the previous quarter
Total working capital of $3,928,642 to fund operations
Closed a $5,000,000 private placement with an institutional investor
The following table presents selected financial information from Novamind’s reviewed condensed interim financial statements for the three and nine months ended March 31, 2022. The following information should be read in conjunction with the financial statements and management’s discussion and analysis, which are available under Novamind’s SEDAR profile at www.sedar.com.
Supplemental Disclosure for Circular Novamind confirms that the management information circular dated May 6, 2022 (the “Circular”), form of proxy and other materials with respect to the Company’s Arrangement with Numinus have been mailed to Novamind Shareholders of record as of May 2, 2022.
The Company wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
The Company confirms that the Novamind Board, other than Yaron Conforti, who abstained from voting on the Arrangement, has determined that the Arrangement is fair to Novamind Shareholders, that the Arrangement is in the best interests of Novamind and unanimously recommends that Novamind Shareholders vote FOR the Arrangement Resolution. Mr. Conforti abstained from voting on the Arrangement on the basis that he will receive a change of control payment in connection with the Arrangement, as described in more detail in the Circular under “The Arrangement – Interests of Certain Persons in the Arrangement – Change in Control Payment”.
The Company also wishes to advise that the definition of Supporting Shareholders referenced on pages 17 and 24 of the Circular misstated that Support Agreements were entered into with directors and officers of Novamind and “a certain Novamind Shareholder”. The Company clarifies that only certain directors and officers of Novamind entered into Support Agreements, and no non-director or officer Novamind Shareholders entered into a Support Agreement. Copies of the Support Agreements have been uploaded to the Company’s SEDAR profile.
About Novamind 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.
Contact Information Novamind Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements. 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 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 laws.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
TORONTO, ON / May 27, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of common shares (the “Novamind Shares”) of the Company vote FOR the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) by way of a court-approved plan of arrangement (the “Arrangement”). ISS and Glass Lewis are independent proxy advisory firms who provide voting recommendations to institutional shareholders.
Under the Arrangement, Shareholders will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held.
In reaching its conclusion, ISS noted:
“In light of the significant premium, the favourable market reaction, the reasonable strategic rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted.”
The Meeting
The special meeting of Shareholders to vote on the Arrangement is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on June 8, 2022, at 2:00 p.m. (Toronto time) (the “Meeting”).
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY The proxy voting deadline is 2:00 p.m. (Toronto time) on June 6, 2022. The Novamind Board of Directors unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
Full details of the Arrangement are described in the Company’s management information circular dated May 6, 2022 (the “Circular”) and can be found on the Company’s website at www.novamind.ca/ir/. The Circular is also available under the Company’s profile at www.sedar.com.
How to Vote
Your vote is important regardless of the number of Novamind Shares you own.
Voting for Beneficial Shareholders
INTERNET: Go to www.proxyvote.com and enter your 16-digit control number found on your voting instruction form to vote online.
TELEPHONE: Call 1-800-474-7493 and enter your 16-digit control number found on your voting instruction form to vote by telephone.
Voting for Registered Shareholders
INTERNET: Go to www.voteproxy.ca. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen.
FAX: Complete, date and sign the proxy and fax it to 1-604-200-5061
Shareholder Questions and Assistance
If you have questions relating to the Arrangement, or require voting assistance, please contact Novamind’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada (+1-416-304-0211 for international calls) or by e-mail at assistance@laurelhill.com.
About Novamind 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.
Contact Information Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
Novamind Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to the Arrangement and the Meeting. 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
Cautionary Statements The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
After piloting the program for 9 months, Novamind’s group ketamine therapy for frontline workers is now available to the public.
The 6-week program is designed to help healthcare workers, police officers, firefighters and paramedics work through trauma with the support of their peers.
“The greatest improvement has been my PTSD… Even when I do feel myself reacting, I feel I have more awareness and I am able to better regulate,” says one of the participants of the pilot program.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Shareholders are encouraged to vote their common shares prior to the proxy deadline of June 6, 2022 at 2:00 p.m. ET
TORONTO, ON / May 11, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, today announced it has filed with applicable Canadian securities regulatory authorities the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Novamind Shareholders”) to be held on June 8, 2022, to approve the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) by way of a court-approved plan of arrangement (the “Arrangement”).
The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated April 11, 2022 between Novamind and Numinus (the “Arrangement Agreement”). Assuming the Arrangement becomes effective, holders of common shares of Novamind (the “Novamind Shares”) will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held.
The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by the board of directors of the Company (the “Board”), the requirements for the Arrangement to become effective, the procedure for receiving Novamind Shares issuable under the Arrangement for Numinus Shares, procedures for voting at the Meeting and other related matters. Novamind Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the Arrangement and its consequences to Novamind Shareholders.
Benefits of the Arrangement to Novamind’s Shareholders
Ability to Participate in Future Potential Growth of Numinus. The consideration being offered to the Novamind Shareholders under the Arrangement allows Novamind Shareholders to have an opportunity to participate in any potential increase in the value of Numinus after the effective date of the Arrangement.
Significant Premium to the Novamind Shareholders. As of April 8, 2022, the last trading day prior to the announcement of the Arrangement Agreement, the implied offer price per Novamind Share represents a premium of approximately 51% based on the 20-day volume weighted average price of Novamind Shares on the Canadian Securities Exchange.
Additional information related to the benefits and related risks of the Arrangement are contained in the Circular, which is available on SEDAR at www.sedar.com under Novamind’s profile.
Board Recommendation
The Board, acting on the unanimous recommendation of a special committee of the Board (the “Special Committee”) and after receiving legal and financial advice, unanimously determined the Arrangement is in the best interests of the Company and fair to the Novamind Shareholders, and recommends the Novamind Shareholders vote FOR the Arrangement.
Interim Order
The Company also announces that the Company has been granted an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”), as required under the Canada Business Corporations Act. The interim order authorizes the Company to proceed with various matters related to the Arrangement. Subject to the receipt of the requested approval of Novamind Shareholders at the Meeting, approval of the Arrangement by the Numinus shareholders, the final approval of the Arrangement by the Court and satisfaction of other customary conditions, the details of which are described in the Arrangement Agreement, the Arrangement is expected to close in June 2022.
Meeting and Circular
The Meeting is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on June 8, 2022 at 2:00 p.m. (Toronto time). Shareholders of record as of the close of business (5:00 p.m. (Toronto time)) on May 2, 2022 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well before the proxy deadline of 2:00 p.m. (Toronto time) on June 6, 2022.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board, voting procedures and how to attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety.
The Circular will be mailed to Novamind Shareholders in compliance with applicable laws and the Interim Order. The Circular is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.novamind.ca under Investor Relations.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America) or by email to assistance@laurelhill.com.
About Novamind 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.
Contact Information Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
Novamind Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release includes certain “forward‐looking information” and “forward‐looking statements” (collectively “forward‐looking statements”) within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to the Arrangement and the Meeting. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐ looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur, and include information regarding: (i) expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied, or the timing for completing the Arrangement and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the Meeting and the mailing of the information circular in respect of the Meeting; (iii) expectations regarding the potential benefits of the Arrangement and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company’s financial statements and related MD&A for the financial year ended June 30, 2021 and its interim financial statements and related MD&A for the six months ended December 31, 2021, all filed with the securities regulatory authorities in British Columbia, Alberta, Ontario and Québec, and available under the Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. 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. There can be no assurance that forward‐ looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.
Cautionary Statements The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
TORONTO, ON / May 10, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2)(“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, today announced it has been selected to host a clinical trial for the acute treatment of social anxiety disorder (SAD), an understudied and common mental health condition that affects nearly 15 million American adults.1 The phase II randomized clinical study for the acute treatment of SAD (the “PREVAIL Trial”) is sponsored by Bionomics Limited, a clinical-stage biopharmaceutical company (“Bionomics”) (Nasdaq: BNOX | ASX: BNO) and is currently enrolling patients at Novamind’s Draper, Utah, research site.
The PREVAIL Trial will examine the safety and efficacy of Bionomics’ propriety drug candidate, BNC210, versus a placebo in reducing self-reported anxiety severity when participants take part in an anxiety-provoking behavioral task involving a speaking challenge. People with SAD experience extreme fear in social situations, when meeting new people or speaking in front of others, which can severely and negatively impact relationships, work and daily life. Current medical interventions include SSRIs, beta-blockers and anti-anxiety medications such as benzodiazepines.
Dr. Reid Robison, Chief Medical Officer and Principal Investigator, commented: “Social Anxiety Disorder is an understudied mental health condition and yet it’s very common with widespread impact across multiple domains of life. Existing medications for social anxiety are slow to work or are fraught with adverse effects. It’s exciting to participate in studying a drug with a novel mechanism like BNC210 that could offer patients an alternate treatment option.”
The PREVAIL Trial is the second Bionomics study hosted by Novamind. In 2021, the Company announced it was selected to host a phase IIb randomized clinical trial investigating BNC210 as a treatment for PTSD. BNC210 has Fast Track designations from the U.S. Food and Drug Administration for the treatment of both PTSD and SAD, a process designed to facilitate development and expedite the review of drugs that address an unmet medical need for serious conditions.
Dr. Robison continued, “Working with leading drug developers continues to advance critical mental health research through a variety of compounds and widens the spectrum of conditions under investigation at Novamind’s clinical research sites.”
Novamind is focused on bringing innovative treatments to the world through its clinical research sites and is currently investigating new treatments for PTSD, Tourette’s Syndrome, schizophrenia, treatment-resistant depression, major depressive disorder, traumatic brain injury, bipolar disorder and autism.
To learn more about the PREVAIL Trial, please visit this link.
About Novamind 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.
Contact Information Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements. 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 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 laws.
Collaboration with HealCommunity offers remote access to reimbursable group therapy option
TORONTO, ON / May 2, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce its collaboration with virtual health coaching experts, HealCommunity, to provide remote group therapy and behavioral health coaching to Novamind’s clients (the “Coaching Program”). The collaboration expands Novamind’s range of care options to include leading virtual care alternatives that leverage the power of group therapy to improve patient outcomes.
People living with chronic physical health conditions experience depression and anxiety at twice the rate of the general population, while people with mental illness risk developing chronic illnesses.1 Such cases are complex and can benefit from interventions that address root causes and overlapping health concerns,2 with research indicating better patient outcomes and lower costs when delivered in a group versus individual setting.3 The Coaching Program is one of several cohort-based treatment programs under the recently launched Groups by Novamind clinical care model and targets root causes of chronic health conditions contributing to mental illness.
Dr. Reid Robison, Chief Medical Officer, commented: “As an organization, we believe in addressing the underlying root causes, rather than simply addressing symptoms. Through this collaboration with HealCommunity, we’ll be more equipped to treat the whole person by incorporating lifestyle interventions that are curated to the individual needs and challenges faced by our clients. We’ve seen time and time again that sustained improvements in mental health begin with healthy foundations, and the Coaching Program is an exciting opportunity to harness the power of peer support and lifestyle medicine to promote healing and growth.”
James Maskell, CEO and Co-Founder, HealCommunity, said: “Patient adherence is high inside the community setting with coaching, listening and peer support. We find that patients can prevent and even reverse chronic issues and healthcare payers benefit by avoiding escalating mental healthcare costs.”
The Coaching Program is eligible for reimbursement by major insurance providers and complements Novamind’s behavioral health treatments with lifestyle education, individual coaching calls, and group interaction led by HealCommunity’s National Board-Certified Health and Wellness Coaches. Patients are matched with a peer and enrolled for six months during which time a Novamind licensed practitioner provides diagnostic services and treatments and participates in each live session. The first cohort of the Coaching Program is underway and is scheduled to complete in July 2022.
About Novamind 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.
Contact Information Yaron Conforti, CEO and Director Telephone: +1 (647) 953 9512
Forward-Looking Statements This news release contains forward-looking statements. 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 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 laws.
Complementary businesses combine to create a preeminent North American platform with operations spanning 13 wellness clinics, four research sites and one bioanalytical laboratory
Shared mission of responsibly reintroducing psychedelic therapy to mental healthcare
Hosting clinical trials for MDMA (MAPS Public Benefit Corporation), psilocybin (the Usona Institute), LSD (MindMed) and ketamine (the University of Utah)
Combined C$10 million in annual pro-forma revenue based on the trailing four quarters
Acquisition is expected to generate C$3 million in annual cost synergies
Transaction expected to close in June 2022, following anticipated shareholder approval
VANCOUVER, BC & TORONTO, ON / April 12, 2022 / Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) and Novamind Inc. (“Novamind”) (CSE: NM) (OTCQB: NVMDF) (FSE: HN2), are pleased to announce that they have entered into a definitive arrangement agreement (the “Agreement”) pursuant to which Numinus will acquire all of the issued and outstanding common shares of Novamind (the “Novamind Shares”) in an all-share transaction, by way of a court-approved plan of arrangement, for total consideration of approximately C$26.2 million on a fully diluted in-the-money basis (the “Transaction”).
Following the Transaction, the combined company will operate 13 wellness clinics and will be positioned as a leading psychedelic-assisted therapy provider in North America, leading its peer group in revenue with approximately C$10 million in annual pro-forma revenue based on the trailing four quarters.
“Since Numinus began, we have always strived to be the most trusted, evidence-based leader in psychedelic-assisted therapy and medicine. The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through eight established, reputable, efficiently operating and revenue-producing clinics,” says Payton Nyquvest, Founder and CEO, Numinus. “We prioritize working with the best partners in this industry and Novamind’s U.S. market presence, complementary client programming and respected clinical research capabilities allow us to accelerate our strategic growth plans and broaden access to healing and wellness.”
Mr. Nyquvest continued: “We expect this acquisition will significantly bolster our financial performance, growing Numinus’ annual revenue to more than five times our current levels, and driving meaningful margin improvement through identified operating efficiencies. Our combined capabilities will deliver exceptional value for our clients, employees, and shareholders. We look forward to welcoming the Novamind team to the Numinus family.”
Yaron Conforti, CEO and Co-Founder, Novamind, said, “This transaction offers significant value for Novamind’s shareholders and provides compelling new opportunities for our employees, patients and research partners. The combination of Novamind’s network of mental health clinics and research sites in the U.S. and Numinus’ leadership in psychedelic-assisted psychotherapy in Canada creates a best-in-class company. The combined entity is supported with over C$50 million in pro-forma capital and positioned with distinct capabilities to serve a growing and diverse group of stakeholders. We are excited to join Numinus, a true leader in mental health innovation.”
Proposed Transaction
Under the terms of the Agreement, shareholders of Novamind (“Novamind Shareholders”) will receive 0.84 of a common share of Numinus (the “Exchange Ratio”) for each Novamind share held, implying an offer price of $0.44 per Novamind Share. The offer price represents a premium of 51% to Novamind’s 20-day volume-weighted average price (“VWAP”) on the Canadian Securities Exchange (the “CSE”) as of April 8, 2022. After giving effect to the Transaction, Novamind Shareholders will hold ~18% ownership in the pro-forma company (on a fully diluted in-the-money basis).
Key Transaction Highlights
Creates an industry-leading North American platform for psychedelic clinics and clinical research.
Increased client programming with complementary service offerings to be shared and expanded across the combined clinic network.
Best-in-class service offering with clinics providing a wide range of traditional, innovative and psychedelic mental health treatments that can be appropriately matched to each client’s needs. Services include ketamine-assisted psychotherapy (KAP), Spravato (esketamine), transcranial magnetic stimulation (TMS), talk therapy, group therapy, medication management, psychedelic palliative care and neurological care. Clinics will also offer family and couples counselling, as well as in-person and virtual group therapy for expanded access to innovative treatments.
Combines Novamind’s distinguished clinical research site management capabilities with Numinus Bioscience’s bioanalytical laboratory expertise, resulting in a comprehensive clinical research offering.
Novamind’s U.S. DEA Schedule 1 licenses for psilocybin research complement Numinus Bioscience’s extensive Health Canada Controlled Drugs & Substances License to possess, produce, assemble, sell, export, deliver, research, and test a wide range of psychedelic drugs and botanical materials, including DMT, ketamine, LSD, MDMA, mescaline, psilocin, psilocybin, ayahuasca and San Pedro.
Accelerates Numinus’ path to profitability:
Novamind’s U.S. DEA Schedule 1 licenses for psilocybin research complement Numinus Bioscience’s extensive Health Canada Controlled Drugs & Substances License to possess, produce, assemble, sell, export, deliver, research, and test a wide range of psychedelic drugs and botanical materials, including DMT, ketamine, LSD, MDMA, mescaline, psilocin, psilocybin, ayahuasca and San Pedro.
Participation by Novamind shareholders in the future of Numinus: Novamind shareholders will receive Numinus common shares, listed on both the Toronto Stock Exchange (TSX) and the OTC Markets Group’s OTCQX, pursuant to the closing of the Transaction.
Clinic Leadership
The combined company will operate 13 wellness clinics in focused geographies across the U.S. and Canada, and will continue developing and scaling innovative psychedelic therapy protocols and procedures for screening, preparation, dosing and integration targeting difficult-to-treat mental health conditions, including post-traumatic stress disorder (PTSD), COVID-19 burnout, depression, addiction and eating disorders. Operationally, the combined company will benefit from a centralized client care center for managing client inquiries, scheduling clients with appropriate providers, coordinating physician referral intakes, fulfilling prescription requests and facilitating insurance authorizations. The company’s Utah clinics have secured approval for direct billing of intravenous (IV) ketamine for treatment-resistant depression from four major health insurance providers.
Research Leadership
The combined company will operate four clinical research sites and a bioanalytical laboratory, all of which are currently supporting leading drug developers in psychedelic medicine with critical infrastructure and services. Select ongoing psychedelic medicine clinical trials include:
A single-arm, open-label, compassionate access trial for MDMA-assisted therapy that has made significant progress toward treating patients with PTSD hosted in collaboration with MAPS Public Benefit Corporation (MAPS PBC);
A phase II clinical trial investigating psilocybin for major depressive disorder sponsored by the Usona Institute;
An open-label compassionate access trial of psilocybin-assisted psychotherapy for substance use disorders;
A phase IIb randomized clinical trial investigating lysergic acid diethylamide (LSD) for generalized anxiety disorder in adults sponsored by MindMed;
A phase I randomized clinical trial investigating the safety and efficacy of KAP combined with Mindfulness-Oriented Recovery Enhancement therapy for the treatment of adults with opioid use disorder in collaboration with the University of Utah.
The combined company will benefit from drug developers’ high R&D spend and offers unprecedented capabilities for psychedelic clinical research from pre-clinical studies through phase IV trials.
Pro-Forma Financial Information:
Additional Transaction Information
Key Novamind personnel have entered into employment agreements that will become effective on closing, and/or will enter into non-competition, non-solicitation and standstill agreements on closing.
Numinus’ executive team and board will remain in place, with the Company being led by CEO Payton Nyquvest.
Completion of the Transaction is subject to a number of conditions including the receipt of regulatory, TSX and CSE approvals. Pursuant to TSX and CSE rules, the Transaction must also be approved by both Numinus’ and Novamind’s shareholders. Following anticipated shareholder approvals, the Transaction is expected to close in June 2022, at which point all Novamind operations will transition to Numinus branding.
Cozen O’Connor LLP is serving as legal counsel and Eight Capital is acting as financial advisor to Numinus. McMillan LLP is acting as legal counsel to Novamind.
Special Meetings and Information Circulars
Numinus will be convening a special meeting of its shareholders to consider the Transaction. Numinus currently anticipates that the special meeting will be held in early June 2022 and that an information circular containing additional details regarding the business of the special meeting will be mailed to shareholders in mid-May.
Novamind will be convening a special meeting of its shareholders to approve the Transaction. Novamind currently anticipates that the special meeting will be held in early June 2022 and that an information circular containing additional details regarding the business of the special meeting will be mailed to shareholders in mid-May.
Boards of Directors Recommendation and Voting Support
The arrangement has been unanimously approved by the boards of directors of both Numinus and Novamind (with an interested director abstaining). Directors and officers of Novamind holding in aggregate 31% of the outstanding Novamind Shares, have entered into customary voting and support agreements to, amongst other things, vote in favour of the arrangement at the special meeting of Novamind shareholders to be held to consider the transaction.
Eight Capital is acting as financial advisor to Numinus’ board of directors. The board of directors, based upon their investigations, concluded that the Transaction is in the best interests of Numinus shareholders, and will be recommending that shareholders vote in favour of a resolution at the special meeting of shareholders.
Clarus Securities has provided a fairness opinion to Novamind’s board of directors (the “Novamind Board”) and a special committee of independent directors of the Novamind Board (the “Novamind Special Committee”) formed to, among other things, review and evaluate the terms of the Transaction and has provided its opinion that, as of the date of the opinion and subject to the assumptions and limitations contained in such opinion, Numinus’ offered price is fair, from a financial point of view, to Novamind. The Novamind board of directors, based upon, among other things, their investigations and the recommendation of the Novamind Special Committee, including their consideration of that fairness opinion concluded that the Transaction is in the best interests of Novamind shareholders, and will be recommending that shareholders vote in favour of a resolution at its special meeting of shareholders.
Highlights of the Transaction will also be discussed on Numinus’ upcoming Q2 2022 results conference call, occurring at 5:30 pm ET / 2:30 pm PT on Thursday, April 14, 2022.
To participate in the live conference call, please use the following dial-in information: 1 (888) 330-3632 (Toll-free North America) 1 (646) 960-0837 (International)
Please ask to participate in Numinus’ Q2 2022 Results Call. To avoid any delays in joining the call, please dial in at least five minutes prior to the call start time. If prompted, please provide conference passcode 3547386.
About Numinus Numinus Wellness (TSX: NUMI) helps 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 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 use. At Numinus, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.
About Novamind 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.
Forward-Looking Statements This news release includes certain “forward‐looking information” and “forward‐looking statements” (collectively “forward‐looking statements”) within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the securityholder meeting of the Company and the mailing of the information circular in respect of the meeting; (iii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company’s financial statements and related MD&A for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three months ended November 30, 2021, all filed with the securities regulatory authorities in all provinces and territories of Canada, except Québec, and available under the Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. 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. There can be no assurance that forward‐looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.
Novamind – Investor and Media Contact Samantha DeLenardo Vice President, Communications media@novamind.ca +1 (647) 953 9512
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