After several unsuccessful depression treatments, a patient in Quebec will finally get to try psilocybin therapy through the Special Access Program (SAP), marking the first legal psilocybin treatment in the province.
Numinus Wellness (NUMI) received Health Canada approval to administer the treatment at its Montreal clinic. It will be the company’s first treatment outside of a clinical trial setting.
Hopefully we’ll start seeing more wins like this thanks to TheraPsil, a non-profit that launched an initiative to make it easier for patients to access psilocybin through the SAP.
The initiative, called Project Solace, will secure a safe supply of psilocybin from HAVN Life (HAVN) and other licensed dealers and collect data on treatment outcomes to support policy change.
VANCOUVER, BC, May 11, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”) (TSX: NUMI) (OTC: NUMIF), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced that Payton Nyquvest, Founder and CEO of Numinus, will participate in a fireside chat hosted by Patrick Trucchio, H.C. Wainwright Research Analyst, at the H.C. Wainwright Global Investment Conference to be held at the Fontainebleau Miami Beach Hotel in Miami, FL on Wednesday, May 25th at 3:30 p.m. ET.
For more information about the conference, or to schedule a one-on-one meeting with Numinus’ management, please contact your appropriate H.C. Wainwright representative directly, or send an email to KCSA Strategic Communications NuminusIR@kcsa.com.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.
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, jamie.kokoska@numinus.com; Media Contact: May Lee, Communications Manager, may.lee@numinus.com
Shareholders are encouraged to vote their common shares prior to the proxy deadline of June 6, 2022 at 11:00 a.m. PT
VANCOUVER, BC, May 10, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus”, the “Company”) (TSX: NUMI) (OTCQX: NUMIF) today announces the mailing of its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Shareholders”) to consider the issuance of common shares (the “Common Shares”) of the Company to the securityholders of Novamind Inc. (“Novamind”) in connection with the previously announced proposed acquisition of Novamind, by way of a court-approved plan of arrangement (the “Transaction”).
“The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through established reputable, revenue-producing clinics,” said Payton Nyquvest, Founder and CEO, Numinus. “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. We believe our combined capabilities will deliver exceptional value for our clients, employees, and shareholders.”
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.
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.
Reasons for the Recommendation
There are several key benefits to the acquisition of Novamind:
It rapidly expands Numinus’ operations and brand in the U.S. with a reputable platform of revenue producing clinics with an established and growing client base;
It accelerates Numinus’ path to profitability:
The transaction is expected to be immediately accretive to revenue and, based on forecasts and efficiencies of scale, will shorten the timeline Numinus projects to profitability, and,
The acquisition is anticipated to generate C$3 million of annual cost savings through the elimination of duplicate corporate expenses;
It grows client programming, as complementary service offerings will be shared and expanded across a combined clinic network; and,
It combines Novamind’s clinical research site management capabilities with Numinus Bioscience’s research laboratory and analytical testing expertise.
As of its most recently reported quarter, ended February 28, 2022, Numinus had more than C$48 million in cash to fund its operations, which will provide a solid runway for growth. The Company continues to focus on using cash as efficiently as possible to preserve its liquidity and expand its market reach and brand awareness. To support this, the Company’s offer for Novamind is an all-equity offer.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.Receipt of Interim Court Order
The Company also announces today that, on May 6, 2022, the Supreme Court of British Columbia (the “Court”) granted Novamind an interim order regarding the Transaction, as required under the Canada Business Corporations Act. The interim order authorizes Novamind to proceed with various matters related to the Transaction. Subject to the receipt of the requested approval of Shareholders, approval of the Transaction by Novamind Shareholders, the final approval of the Transaction by the Court and satisfaction of other customary conditions, the Transaction is expected to close in June 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.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
Numinus leaders will speak at Catalyst, Psychedelic Therapeutics & From Research to Reality
VANCOUVER, BC , May 9, 2022 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSX: NUMI) (OTCQX: NUMIF), a mental healthcare company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, today announced participation in the following psychedelics research and industry conferences:
Catalyst Summit 2022, to be held virtually and in-person in Kingston, Ontario, May 20-22, 2022. To attend, register here.
Michael Tan, Chief Operations Officer, will participate in a panel discussion on May 21 about “Psychedelics and Leadership Development”
Sharan Sidhu, Science Officer and General Manager, will participate in a panel discussion on May 21 about “Landmark Trials Looking Forward”
Dr. Devon Christie, Senior Lead Psychedelic Programs, will present on May 22 about “Touch in Psychedelics” and participate in a panel discussion about “Ethics in Psychedelic Psychotherapy”
Lindsay Farrell, VP Indigenous Initiatives and Reconciliation, will participate in two panel discussions on May 22 about “Inclusivity and Reciprocity: Increasing Access to All” and “Two-Eyed Seeing: Bringing Western and Indigenous Ways Together”
Psychedelic Therapeutics and Drug Development Conference 2022, to be held in-person in Washington, DC, May 23-24, 2022. To attend, register here.
Sharan Sidhu will present on May 24 about “Navigating the regulatory environment for naturally derived psychedelic therapeutic products in the US and Canada”
From Research to Reality: Global Summit on Psychedelic-Assisted Therapies and Medicine, to be held in-person in Toronto, Ontario, May 27-29, 2022. To attend, register here.
Dr. Devon Christie will share research through a poster presentation on “MDMA-assisted therapy: exploratory data demonstrates potential for chronic pain”
Elena Argento, Scientific Manager & Scientist, will share research through a poster presentation on “Psychedelic use is associated with reduced daily opioid use among people who use illicit drugs in a Canadian setting”
Dr. Lindsay Mackay, General Physician, will share research through a poster presentation on “A Study Design for a Pragmatic, Open-Label, Phase 2 Study of Psilocybin-Research Intervention with Motivational Enhancement for Substance Use Disorders (PRIME-SUD)”
For more information about the events, please visit their respective websites. For more information about Numinus’ participation and presentation topics, please send an email using the contact information below.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.
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
Music As Medicine by Numinus is a series of Meditative Musical Experiences & Creative Content Featuring Jon Hopkins, East Forest And Superposition
VANCOUVER, BC, April 29, 2022 /CNW/ – Numinus Wellness (“Numinus” or the “Company”) (TSX: NUMI) (OTCQX: NUMIF), a mental health care company advancing innovative treatments and safe, evidence-based psychedelic-assisted therapies, is pleased to announce that it is launching Music As Medicine by Numinus, a series of ceremonial concerts exploring the role music plays in psychedelic-assisted therapy and mental health. Music As Medicine by Numinus will feature a rotating roster of meditative and ambient musicians, including Jon Hopkins, East Forest and Superposition, multimedia art, and immersive guided meditations.
“Music, community and connection have always played an important role in sacred ceremonies and are an integral component of psychedelic-assisted therapy and integration,” says Payton Nyquvest, Founder and CEO, Numinus. “Through the Music as Medicine by Numinus series, we are celebrating an emerging genre of meditative music and exploring the role that music can play as part of the healing process, while building connection across a community.”
“Psychedelic therapies are moving into legality across the world, and yet it feels like no one is talking about the music that accompanies them,” says Jon Hopkins. “In Indigenous psychedelic ceremonies,” he adds, “the music is as important as the medicine, and has been for thousands of years. Music is how you navigate the space.”
Following the recent announcement of Numinus’ proposed expansion into the U.S., Music As Medicine by Numinus will be hosted in various cities across the U.S. and Canada, celebrating Numinus’ move into the U.S. and reinforcing its community in its home country of Canada. The first event is in Los Angeles on May 21, 2022 at the renowned venue, Lighthouse Immersive, and will consist of five hours of continuous and entrancing live music and visuals by a line-up of the preeminent artists in this emerging genre: Superposition, Justin Boreta, Matthew Davis’ ambient project and East Forest. L.A.-based multimedia art studio Strangeloop, known for their captivating visuals for artists such as Lil NasX, Flying Lotus, and The Weeknd, will be fully enveloping the space with live projection-mapping intended to submerge guests in an all-sensory experience. The event will end with a live, 3D spatial-audio playback of Jon Hopkins‘ most recent, acclaimed album, Music For Psychedelic Therapy, experienced in total darkness, followed by an intimate, live piano performance of “Sit Around the Fire”.
“We are thrilled to be a part of the Music as Medicine by Numinus event series. The intention is to create a safe container for deep listening,” says Justin Boreta. “This is the way this type of music should be experienced.”
“Music to modern humans is like asking a fish what water is. With music more present than ever, I am excited to be fostering spaces that can serve as a spear tip of exploration and experimentation around using music as a tool for inner insight and growth,” says East Forest.
Numinus is also showcasing its Music As Medicine by Numinus concept at DoubleBlind’s Mycelia Festival in Ojai, California, as well as other cities, which will be announced soon.
Tickets for the L.A. event go on sale Friday, April 29 at www.numinus.com/music-as-medicine-event. More information on the other dates will be released in the coming weeks.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.
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
Numinus Wellness (NUMI) is launching a series of ceremonial concerts called Music As Medicine to explore the role that music plays in psychedelic therapy.
The events will feature meditative and ambient musicians such as Jon Hopkins, East Forest and Superposition, as well as multimedia art and immersive guided meditations.
The first event will be in LA on May 21 – learn more here.
TORONTO, April 12, 2022 /CNW/ – Trading resumes in:
Company: Numinus Wellness Inc.
TSX Symbol: NUMI
All Issues: Yes
Resumption (ET): 8:00 AM
IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.
SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions
For further information: For further information about IIROC’s trading halt policy, please see Trading Halts & Timely Disclosure (https://www.iiroc.ca/news-and-publications/halts-and-resumptions) at www.iiroc.ca under the Halts and Resumptions tab. Please note that IIROC staff cannot provide any information about a specific halt beyond what is contained in this halt notice. For general information about IIROC, contact IIROC’s Complaints and Inquiries team at inquiries@iiroc.ca or 1-877-442-4322 (Option 2). For company-related enquiries, contact the company directly.
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.
TORONTO, April 11, 2022 /CNW/ – The following issues have been halted by IIROC:
Company: Numinus Wellness Inc.
TSX Symbol: NUMI
All Issues: Yes
Reason: Pending News
Halt Time (ET): 8:00 AM
IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.
SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions
For further information: For further information about IIROC’s trading halt policy, please see Trading Halts & Timely Disclosure (https://www.iiroc.ca/news-and-publications/halts-and-resumptions) at www.iiroc.ca under the Halts and Resumptions tab. Please note that IIROC staff cannot provide any information about a specific halt beyond what is contained in this halt notice. For general information about IIROC, contact IIROC’s Complaints and Inquiries team at inquiries@iiroc.ca or 1-877-442-4322 (Option 2). For company-related enquiries, contact the company directly.
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