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Numinus Wellness Inc. Reports Q3 2022 Results

Numinus Wellness Inc. Reports Q3 2022 Results

  • Revenues grew 32% year-over-year to $0.74 million for the quarter
  • Clinic network revenues grew 59.5% from the same quarter last year and 7.5% compared to prior quarter
  • Achieved 24.4% gross margin and $180,845 gross profit of during Q3 2022
  • Ended quarter with strong cash position of $41.8 million
  • Completed acquisition of Novamind, positioning Numinus as a leading, integrated mental healthcare company providing psychedelic-assisted therapies
All financial results are reported in Canadian dollars unless otherwise stated.

VANCOUVER, BC, July 14, 2022 /CNW/ –  Numinus Wellness Inc. (“Numinus” or the “Company”) (TSX: NUMI) (OTCQX: NUMIF), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced its fiscal quarter results for the three and nine months ended May 31, 2022 (“Q3 2022”).  Q3 2022 results do not reflect contributions from the acquisition of Novamind, which completed subsequent to quarter end, on June 10, 2022. 

“Our fiscal third quarter was highlighted by the announcement of our acquisition of Novamind, and the activities leading up to the completion of that strategic transaction on June 10, 2022. Now, with 13 wellness clinics across North America, four clinical research sites and a dedicated psychedelics research facility, Numinus is firmly positioned as a leading mental health care company providing psychedelic-assisted therapies. We’re very pleased with how our operations are integrating and with the collaborative efforts we are already seeing across our new expanded team,” said Payton Nyquvest, Founder and CEO. “We look forward to sharing our combined performance with you when we announce our fiscal fourth quarter results – which will be the first quarter demonstrating the power of our larger, cross-border platform.”

“Today, including the contributions of Novamind, Numinus is one of the highest revenue-producing mental health care companies providing psychedelic and ketamine-assisted therapies, with more than $12 million of combined proforma annual revenues (based on trailing four quarters). We continue to be excited about the momentum building across our business and our outlook ahead. With significantly strengthened revenue streams, a growing number of client services, and positive regulatory reforms underway, our focus is squarely on reaching profitability as quickly as possible. Our strategy to accelerate Numinus’ path to profitability also includes expanding higher-margin services, increasing business development activities, and proactively managing our operating costs. Our goal is to achieve operational profitability within two years and corporate positive cashflow within three years,” concluded Mr. Nyquvest.

Third Quarter Financial Highlights

  • Revenues grew 31.8% year-over-year to $741,064 million in Q3 2022, due primarily to the acquisitions of Mindspace and the Neurology Centre of Toronto. Sequentially, revenues declined by 5.7% from the prior quarter, due entirely to shifting strategic priorities at Numinus Bioscience – where analytical testing services for third-party corporate clients has ceased due to changing sector dynamics. The elimination of this revenue stream was partially offset by 7.5% revenue growth achieved through Numinus’ clinic network operations.
  • Gross margin grew to 24.4% during Q3 2022, compared to -2.8% in Q3 2021. The improvement in gross margin is due mostly to the completion of acquisitions between periods, and the offering of higher-margin services.
  • Gross profit of $180,845 in Q3 2022, a significant improvement compared to the gross loss of $15,497 in Q3 2021.
  • Loss was $7.0 million for Q3 2022, compared to a loss of $4.8 million in Q3 2021, due in part to corporate development and legal expenses related to the acquisition of Novamind Inc.
  • Cash balance of $41.8 million as of May 31, 2022.

First Nine Months Financial Highlights

  • Revenues during the first nine months of fiscal 2022 grew 126.5% year-over-year to $2.3 million due primarily to the continued post-acquisition growth of Mindspace and the acquisition of NCT.
  • Gross margin during the first nine months of 2022 was 19.9%, compared to -11.1% in the same period last year.
  • Gross profit during the first nine months of 2022 was $460,569, a significant improvement compared to the gross loss of $113,356 in the same period of 2021.
  • Loss was $20.2 million for the first nine months of 2022, compared to a loss of $11.0 million in the first nine months of 2021.

Operational Highlights During and Subsequent to Q3 2022
As a reminder, operational performance for the third quarter and first nine months of fiscal 2022 does not include contributions from the acquisition of Novamind, which completed subsequent to quarter-end, on June 10, 2022.

Numinus Wellness Clinic Network

  • Q3 2022 revenue of $731,064, a 7.5% sequential increase from Q2 2022, and a 59.5% increase compared to $458,316 during the same period last year.
  • During Q3 2022, clients received a total of 5,634 appointments through Numinus clinics (including one-on-one and group therapy sessions, neurology-related appointments, paid group programs and Ketamine-assisted psychotherapy), representing a 5.9% increase in clinic appointments compared to Q2 2022.
  • As of May 31, 2022, Numinus had five wellness clinics and two clinical research sites. As of July 14, 2022, following the acquisition of Novamind, Numinus has 13 wellness clinics offering services to clients (one in Vancouver, one in Toronto, three in Montreal, eight in Utah and two in Arizona). In addition, the Company has four dedicated research clinics where psychedelic studies are being conducted (two in Salt Lake City, one in Vancouver and one in Montreal).
  • Following a review of its growth initiatives and opportunities, Numinus has decided to cancel its previously announced second wellness clinic location in Vancouver, Canada. The acquisition of Novamind has provided additional growth opportunities that the Company expects could provide higher return-on-investment.
  • Subsequent to the quarter, on June 23, 2022, Numinus launched a pilot mental health program for corporate clients: Corporate Ketamine-Assisted Psychotherapy (“Corporate KAP”). This Utah-based program is aimed at helping businesses improve employee mental health by offering ketamine-assisted psychotherapy as a health benefit for eligible employees.

Clinical Trials

  • On March 30, 2022, Numinus announced it began administering MDMA-assisted psychotherapy to clinical trial volunteers for the “multi-site open-label extension study of MDMA-assisted psychotherapy for PTSD (MAPPUSX)” trial sponsored by the Multidisciplinary Association for Psychedelic Studies (MAPS) and organized by MAPS Public Benefit Corporation (MAPS PBC).
  • On May 16, 2022, Numinus announced it received Health Canada Special Access Programme (“SAP”) approval to provide psilocybin-assisted therapy to a patient with treatment-resistant depression. This was Numinus’ first psilocybin-assisted therapy treatment outside of clinical trials; amongst the first to use this regulatory mechanism through Health Canada’s SAP.
  • As part of the Company’s focus on accelerating its timeline to profitability, Numinus has decided to postpone its clinical trials of NBIO-01 and NBIO-03, given the high cost of clinical trials. Once the company can see a clear pathway to regulatory approvals or has achieved profitability, the clinical trials for these drug candidates will commence.

Numinus Research – Laboratory Operations

  • Given sector consolidation, the decreasing corporate client base for psychedelic substance analytical services and limited revenue generating opportunities, Numinus Bioscience intends to focus purely on proprietary research activities for the foreseeable future. The divisions’ analytical testing capabilities remain available for proprietary and on-request projects; however, the company has eliminated its business development activities for these services to reduce expenses in this period of sector dislocation. As this business decision was implemented partway through the quarter, Numinus Bioscience generated revenue of $10,000 during Q3 2022 and is not expected to generate any further revenue from analytical testing services until and unless sector dynamics improve to sustain those business operations.
  • In March 2022, Numinus Bioscience expanded its research capabilities as a result of the addition of a Public Health Agency of Canada for a Containment Level 2 (CL2) pathogens and toxins license, and the approval from Health Canada to add Ayahuasca & San Pedro to its federal license for psychedelic research.
  • On June 22, 2022, Numinus Bioscience filed a patent application to the World Intellectual Property Organization (WIPO), an agency of the United Nations, for a rapid production process for Psilocybe and other fungi species containing psilocybin and other compounds. A provisional patent application for the process was submitted to the United States Patent & Trademark Office (USPTO) on June 24, 2021. With this additional filing, international patent protection would extend to all WIPO member states that have signed the Patent Cooperation Treaty (PCT), including Australia, Germany, Netherlands, and the United Kingdom, where psychedelic research is currently active.

Corporate Updates

  • On June 27, 2022, Numinus introduced its new logo and brand identity, which will unify Numinus’ presence across North America. The rebranding activities will be accomplished in phases and completed by the end of 2022.
  • On April 12, 2022, Numinus announced it made an offer to acquire Novamind – positioning Numinus as a leading, integrated mental healthcare company providing psychedelic-assisted therapies. The transaction was overwhelmingly approved by Numinus and Novamind shareholders at separate shareholder meetings on June 8, 2022. On June 10, 2022, the acquisition of Novamind was completed with Novamind shareholders receiving 0.84 Numinus shares per Novamind share. As a result of the acquisition, Novamind was delisted from the CSE and OTC exchanges.
  • On June 10, 2022, Numinus announced several executive appointments. Michael Tan was promoted to President and Chief Operating Officer, Reid Robison was appointed Chief Clinical Officer, and Paul Thielking has been appointed Chief Science Officer.

Q3 2022 Key Performance Metrics

For the quarter ended May 31:
20222021% change 
     Numinus Bioscience¹ revenue10,000103,760-90.4 %
     Numinus Clinic Network2 revenue731,064458,31659.5 %
Total Revenue$741,064$562,07631.8 %
Cost of revenue(560,219)(577,573)-3.0 %
Gross Profit (Loss)$180,845$(15,497)n.m.
   Gross profit margin24.4 %-2.8 %n.m.
General and administrative expenses(5,269,941)(2,485,805)112.0 %
Share-based compensation(212,321)(610,386)-65.2 %
Sales and marketing expenses(441,723)(967,670)-54.4 %
Depreciation & Amortization(173,219)(76,226)127.2 %
Research and development expenses(506,665)(631,124)-19.7 %
Transaction costs(456,747)(8,369)5,357.6 %
Loss before other items$(7,008,112)$(4,824,424)43.5 %
Other items(142,209)(29,347)384.6 %
Revaluation of contingent liability13,8680100.0 %
Loss and comprehensive loss$(7,008,112)$(4,824,424)45.3 %
Loss per share, basic and diluted$(0.03)$(0.02)34.1 %
Average number of shares outstanding,basic and diluted210,247,839149,026,9718.4 %
1 Numinus Bioscience consists of revenues generated through Numinus’ Laboratory Operations, which ceased analytical testing services to third-party corporate clients during Q3 2022.
2 Numinus Clinic Network revenues generated through NCT, Mindspace and Numinus Health.


Numinus’ condensed consolidated financial statements for the three and nine months ended May 31, 2022 and related management’s discussion and analysis are available on Numinus’ Investor Relations website at www.investors.numinus.com and under the Company’s profile on SEDAR at www.sedar.com.  These documents were prepared in accordance with IFRS.

Conference Call and Webcast Details

Interested parties are invited to participate in the Company’s Q3 2022 results conference call and webcast. On the call Numinus executives will review the Company’s performance and recent initiatives, and answer questions from analysts.

Date:Thursday, July 14, 2022
Time:5:30 p.m. (EST)
Dial-In:1 (888) 330-3632 (Toll-free North America), 1 (646) 960-0837 (International)
Code:3547386
Webcast:https://event.on24.com/wcc/r/3825889/3D9B9AD399CFA2D70257C91AC4C8F78A


The webcast will also be archived on the Events and Presentations page of Numinus’ Investor Relations website: https://www.investors.numinus.com/events-and-presentations

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.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.

Disclaimer

Neither Numinus Wellness Inc., nor any of its subsidiaries is a professional corporation licensed to practice health services. In jurisdictions where health services may only be provided by a corporation if that corporation holds a valid permit to do so, Numinus and its subsidiaries operate in a management services function to affiliated professional corporations, who provide health services to patients. Numinus and its subsidiaries do provide health services directly to patients in those jurisdictions where authorized to do so.

Forward-looking statements

This press 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 regarding future performance are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “expects”, “does not expect”, “is expected”, “believes”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of these words, expressions or statements, that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, will occur or will be realized. Such forward-looking statements involve risks, uncertainties and other known and unknown factors that could cause actual results, events or developments to differ materially from the results, events or developments expected and expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, dependence on obtaining and maintaining regulatory approvals, including the acquisition and renewal of federal, provincial, municipal, local or other licenses, and any inability to obtain all necessary government authorizations, licenses and permits to operate and expand the Company’s facilities; regulatory or policy changes such as changes in applicable laws and regulations, including federal and provincial legalization, due to fluctuations in public opinion, industry perception of integrative mental health, including the use of psychedelic-assisted therapy, delays or inefficiencies or any other reason; any other factor or development likely to hamper the growth of the market; the Company’s limited operating and profitability track record; dependence on management; the Company’s need for additional financing and the effects of financial market conditions and other factors on the availability of capital; competition, including that of more established and better funded competitors; the impact of the Russia-Ukraine conflict on the global economy; the continued impact of the COVID-19 pandemic; and the need to build and maintain alliances and partnerships, including with research and development companies, customers and suppliers. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking statements. Despite the Company’s efforts to identify the main risk factors that could cause actual measures, events or results to differ materially from those described in forward-looking statements, other risk factors may cause measures, events or developments to materially 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 does not undertake to revise forward-looking statements, even if new information becomes available as a result of future events, new facts or any other reason, except as required by applicable laws.

SOURCE Numinus Wellness Inc.

For further information: Investor Contact: Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com, +1 833-686-4687; Media Contact, Hilary Strath, Director, Communications, hilary.strath@numinus.com

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Numinus to Host Q3 2022 Results Conference Call on July 14, 2022

Numinus to Host Q3 2022 Results Conference Call on July 14, 2022

VANCOUVER, BC, July 6, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSX: NUMI) (OTCQX: NUMIF), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, will release its financial results for the quarter ended May 31, 2022, after market close on Thursday, July 14, 2022.

Interested parties are invited to participate in the Company’s Q3 2022 results conference call and webcast occurring on the same day, at 5:30 p.m. Eastern time / 2:30 p.m. Pacific time. During the call, Numinus executives will review the Company’s performance and recent initiatives, and answer questions from analysts.

To listen to the live webcast, please register at: https://event.on24.com/wcc/r/3825889/3D9B9AD399CFA2D70257C91AC4C8F78A 

The webcast will also be archived on the Events and Presentations page of Numinus’ Investor Relations website: https://www.investors.numinus.com/events-and-presentations

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’ Q3 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.

A replay of the conference call can also be accessed after 8:30 p.m. Eastern time / 5:30 p.m. Pacific time on July 14, 2022, at 1-800-770-2030 or 1-647-362-9199 (using passcode 3547386). The replay will be available until July 28, 2022.About Numinus

Numinus Wellness 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. 

Learn more at numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.Forward-Looking Statements

Statements and other information contained in this press release about anticipated future events constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event “may”, “will”, “should”, “could” or “might” occur or other similar expressions. Forward-looking statements are subject to risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.

SOURCE Numinus Wellness Inc.

For further information: Investor Contact: Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com; Media Contact: May Lee, Communications Manager, may.lee@numinus.com

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Numinus Unveils New Logo and Brand Identity

Numinus Unveils New Logo and Brand Identity

New branding unifies Numinus’ presence across North America

Rebranding will be accomplished in phases and completed by end of 2022

Numinus' new logo (CNW Group/Numinus Wellness Inc.)

VANCOUVER, BC, June 27, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce the launch of a new visual brand identity that will be applied to all Company assets, including its clinics, research sites and digital properties, by the end of 2022 – complementing Numinus’ continued growth as a leading mental health care company providing psychedelic-assisted therapies across North America.

“Numinus has grown significantly since our founding in 2018. Our recent expansion to the US marked a key opportunity to revitalize our brand while unifying our service offerings,” said Payton Nyquvest, Founder and CEO, Numinus. “Our new updated identity will be instrumental for Numinus as we expand our market presence, drive increased brand awareness, and, ultimately, advance as a leader in psychedelic-assisted therapy and mental health care across North America.”

The visual identity, created in partnership with leading creative agency, GrandArmy, reflects the essence of Numinus’ vision – blending the art and science of innovative mental health care through use of geometry and colour.

“As Numinus grows at a community and global level, an impactful visual identity that brings together all parts of the business will help us build stronger brand connection for both our external and internal audiences,” says Danielle Hinan, VP, Marketing, Numinus. “We underwent a rigorous rebranding exercise, exploring sacred geometry and symbolism to create a brand that is timeless and engaging, and we can’t wait to bring it to life in the coming months.”

The rebranding will be completed in a multi-phased approach, with current Numinus branded assets and websites immediately being rebranded, followed by the rebranding of subsidiaries Mindspace, the Neurology Centre of Toronto, Cedar Psychiatry, Cedar Clinical Research and Foundations for Change later in the year. Numinus expects all assets to be rebranded to showcase one unified brand by the end of 2022.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.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.Disclaimer

Neither Numinus Wellness Inc., nor any of its subsidiaries is a professional corporation licensed to practice health services. In jurisdictions where health services may only be provided by a corporation if that corporation holds a valid permit to do so, Numinus and its subsidiaries operate in a management services function to affiliated professional corporations, who provide health services to patients. Numinus and its subsidiaries do provide health services directly to patients in those jurisdictions where authorized to do so.
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 expectations around the rebranding, and expectation 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, related MD&A and Annual Information Form for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three and six months ended February 28, 2022, 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.

SOURCE Numinus Wellness Inc.

For further information: Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com, +1 833-686-4687; Media Contact: May Lee, Manager, Communications, may.lee@numinus.com

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Ketamine for corporate wellness

Numinus Pilots Mental Health Program for Corporate Clients in Utah

With companies investing more and more money in their employees’ mental health, psychedelic therapy could soon be included in your benefits package.

In 2019, the CBD company HempLucid partnered with Numinus Wellness (NUMI) to offer ketamine-assisted therapy to its staff members. The results were so positive that Numinus is planning to expand the corporate ketamine services to all of its 13 clinics in North America.

“It’s been revolutionary to how we operate as a business,” says HempLucid’s Founder and CEO Chase Hudson. “Offering ketamine treatments to our employees has shown incredible benefits for healing, positivity, and productivity in the work environment.

If anyone manages to negotiate ketamine therapy into their benefits package, please let us know

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Numinus Applies for International Patent Filing of Psychedelics Production Process

Numinus Applies for International Patent Filing of Psychedelics Production Process

Filing would offer added protection to IP already submitted to USPTO

VANCOUVER, BC, June 22, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSX: NUMI) (OTCQX: NUMIF), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced that its subsidiary Numinus Bioscience Inc. (“Numinus Bioscience”) has filed a patent application to the World Intellectual Property Organization (WIPO), an agency of the United Nations, for a rapid production process for Psilocybe and other fungi species containing psilocybin and other compounds.

A provisional patent application for the process was submitted to the United States Patent & Trademark Office (USPTO) on June 24, 2021. With this additional filing, international patent protection would extend to all WIPO member states that have signed the Patent Cooperation Treaty (PCT), including Australia, Germany, Netherlands and the United Kingdom, where psychedelic research is currently active.

“The WIPO is an important global forum that provides reassurance to the patent offices of member states. Numinus is confident that the robust evidence supporting the production process will further inform regulators as they consider policy changes to make psychedelic-assisted therapies and products more accessible,” said Sharan Sidhu, VP, Scientific Research, Innovation & Laboratory Operations, Numinus. “We look forward to advancing current research and paving the way for eventual commercialization and mainstream access.”

The purpose of the process is to significantly increase production of therapeutics for use in psychedelic-assisted therapy, while reducing product variability, increasing production efficiency and ultimately reducing commercialization costs. Since the initial filing, data-sets validating the process for additional fungi specifies have been completed, broadening its potential application and scope from psilocybin to other active compounds.

“This application is part of Numinus’ long-term IP strategic focus on scalable and sustainable production that advances research, development and delivery of innovative psychedelic-derived formulations in North America and beyond,” said Payton Nyquvest, Founder and CEO, Numinus.About Numinus

Numinus Wellness 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. 

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

Disclaimer

Neither Numinus Wellness Inc., nor any of its subsidiaries is a professional corporation licensed to practice health services. In jurisdictions where health services may only be provided by a corporation if that corporation holds a valid permit to do so, Numinus and its subsidiaries operate in a management services function to affiliated professional corporations, who provide health services to patients. Numinus and its subsidiaries do provide health services directly to patients in those jurisdictions where authorized to do so.

Forward-Looking Statements

Statements and other information contained in this press release about anticipated future events constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event “may”, “will”, “should”, “could” or “might” occur or other similar expressions. Forward-looking statements are subject to risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.

SOURCE Numinus Wellness Inc.

For further information: Investor Contact: Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com; Media Contact: May Lee, Communications Manager, may.lee@numinus.com

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Numinus completes acquisition of Novamind and announces executive appointments

Numinus completes acquisition of Novamind and announces executive appointment

Numinus Wellness (NUMI) completed its acquisition of Novamind (NM). Numinus now owns 13 wellness clinics, 4 clinical research facilities, and a dedicated psychedelics research lab. Novamind has ceased trading on the CSE, but two execs were appointed as Numinus’ Chief Science Office and Chief Clinical Officer.

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Novamind Obtains Final Order for Plan of Arrangement from the Supreme Court of British Columbia and Completes Acquisition by Numinus Wellness Inc.

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.

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

Samantha DeLenardo, VP, Communications
Email: media@novamind.ca

Investor Relations
Email: IR@novamind.ca

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.

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Numinus announces shareholder approval of resolution in connection with the proposed acquisition of Novamind

Numinus announces shareholder approval of resolution in connection with the proposed acquisition of Novamind

  • Novamind shareholders, at a separate meeting held today, have also approved the transaction
  • Transaction expected to be completed on or about June 10, 2022

VANCOUVER, BC, June 8, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce shareholders have approved the Company’s resolution to issue common shares in the capital of Numinus (the “Common Shares”) in connection with the proposed acquisition (the “Transaction) of Novamind Inc. (“Novamind”).  Novamind shareholders have also voted to approve the acquisition of Novamind by Numinus, pursuant to a plan of arrangement, at a separate meeting of Novamind shareholders held today.

“We are pleased with the overwhelming support of both Numinus and Novamind shareholders for this significant and transformational transaction. This acquisition will position our business as one of the leading integrated mental wellness companies in North America offering Ketamine- and psychedelic-assisted therapies, with 13 wellness clinics, four clinical research sites and a dedicated psychedelics research laboratory,” said Payton Nyquvest, Founder & CEO, Numinus.  “We look forward to completing the acquisition soon and working closely with the Novamind team to share best practices and grow our collective mental health and wellness service offering.”

Details of the Transaction and share issuance are set out in Numinus’ management information circular (“Circular”), dated May 4, 2022, which is available under the Company’s profile on SEDAR at www.sedar.com.

At the special meeting of shareholders of the Company (the “Meeting”), an ordinary resolution authorizing and approving the issuance of up to 63,010,034 Common Shares of the Company to the securityholders of Novamind was approved by 98.71% of the votes cast by shareholders. The Common Shares of the Company issued pursuant to the Transaction will be distributed to individual Novamind securityholders following the completion of the transaction.

A total of 32,679,640 Common Shares of the Company were voted at the Meeting online or by proxy, representing approximately 15.68% of the issued and outstanding Common Shares of the Company as of the meeting record date. The Company has filed a report of voting results on the resolution voted upon at the Meeting under its profile on SEDAR at www.sedar.com.

Completion of the Transaction remains conditional upon approval of the Supreme Court of British Columbia (the “Court”) and certain other customary closing conditions. The application for the final order from the Court is scheduled to be heard on June 10, 2022. Assuming that all conditions to closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about June 10, 2022. For a more detailed description of the Transaction, please refer to the Circular.

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.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram. 

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 regulatory and court approvals, (ii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iii) 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 and six months ended February 28, 2022, 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.

SOURCE Numinus Wellness Inc.

For further information: Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com, +1 833-686-4687; Media Contact: Hilary Strath, Director, Communications, hilary.strath@numinus.com

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Novamind Shareholders Approve Proposed Acquisition by Numinus

Novamind Shareholders Approve Proposed Acquisition by Numinus

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

Samantha DeLenardo, VP, Communications
Email: media@novamind.ca

Investor Relations
Email: IR@novamind.ca

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.

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Numinus announces ISS recommends shareholders vote in favor of the share issuance to acquire Novamind

Numinus announces ISS recommends shareholders vote in favor of the share issuance to acquire Novamind

  • ISS states that the proposed acquisition is in the best interest of Numinus shareholders
  • Shareholders are encouraged to vote their common shares prior to the proxy deadline
    of June 6, 2022 at 11:00 a.m. PT.
  • For any questions on voting, please contact Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free) or by email at assistance@laurelhill.com

VANCOUVER, BC, May 31, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce that Institutional Shareholder Services (“ISS”), a leading proxy advisory firm that provides independent voting recommendations to institutional investors, has recommended that Numinus shareholders vote “FOR” the Company’s resolutions in connection with the proposed acquisition of Novamind Inc. (“Novamind”), which was announced on April 12, 2022.  The Numinus Special Shareholder Meeting will be held on June 8, 2022 at 11:00 am PT in a virtual-only format conducted by live audio webcast. 

ISS recommends that Numinus shareholders vote “FOR” the share issuance associated with the acquisition of Novamind.

In reaching its conclusion, ISS noted:

“Based on a review of the terms of the transaction, the proposed amalgamation makes strategic sense as the target company operates in the same segment, and it is expected that there will be significant benefits associated with annual cost saving synergies.”Unanimous Recommendation from the Board

Numinus’ board of directors, in consultation with its financial and legal advisors, has unanimously determined that the acquisition and associated issuance of up to 63,010,034 Common Shares is in the best interest of the Company and its Shareholders, and unanimously recommend that Shareholders vote in favour of the Share Issuance Resolution to facilitate the acquisition of Novamind.Shareholder Resolution

Shareholders are asked to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (the “Share Issuance Resolution”) authorizing and approving the issuance of up to 63,010,034 Common Shares of the Company to the securityholders of Novamind in connection with the proposed Transaction.Voting at the Virtual Meeting of Shareholders

The Meeting is scheduled to be held on June 8, 2022 at 11:00 a.m. PT. At the Meeting, Shareholders will be asked to consider the Share Issuance Resolution. The Circular, form of proxy and voting instruction form, as applicable, for the Meeting contain important information with respect to how registered and beneficial Shareholders may vote at the Meeting. The Circular is also available under the Company’s profile on SEDAR at www.sedar.com and on Numinus’ investor relations website at: https://www.investors.numinus.com/events-and-presentations/events/event-details/2022/Special-Meeting-of-Shareholders/default.aspx.  Only shareholders of record as of the close of business (Eastern Time) on April 29, 2022 are eligible to vote at the meeting.

The deadline for completed proxies to be received by the Company’s transfer agent is June 6, 2022 at 11:00 a.m. PT.

The Company will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/222613031. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting. The Circular provides important and detailed instructions about how to participate at the virtual Meeting. Shareholder Questions and Assistance

Shareholders who have questions regarding the special resolution or require assistance with voting may contact the Company’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll free North America) or 416-304-0211 (calls outside North America) or by email at assistance@laurelhill.com.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.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.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; (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 and six months ended February 28, 2022, 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.

SOURCE Numinus Wellness Inc.

For further information: Laurel Hill Advisory Group, assistance@laurelhill.com, 1-877-452-7184 (toll free North America), 416-304-0211 (calls outside North America); Jamie Kokoska, Vice President, Investor Relations & Communications, jamie.kokoska@numinus.com, +1 833-686-4687