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.
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.
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
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
TORONTO, ON / 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.
TORONTO, ON / June 2, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2)(“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, today announced new patient financing options to help patients access critical mental healthcare services at its six clinic locations in Utah. The Company now accepts Synchrony’s CareCredit credit card for treatments including Transcranial Magnetic Stimulation (TMS), ketamine therapy and Spravato therapy.
Affordability of mental healthcare services remains a primary barrier to accessing treatment in the U.S. In a 2021 survey from McKinsey & Company, almost one fourth of respondents reported deferring mental healthcare, with lack of affordable treatment ranking as the top reason why.1
“Novamind is committed to ensuring that as many patients as possible can access mental health treatment,” said Seneca Anderson, SVP Operations. “Further to delivering the highest standard of care in a variety of accessible formats, whether it’s virtual, in-person, one-on-one or in groups, we’re pleased to implement additional flexible patient financing options like CareCredit at our clinics to reduce barriers to care.”
CareCredit enables patients with a quick prequalifying process and applications via mobile device or over the phone, resulting in an instant credit decision. Once approved, patients can immediately use the CareCredit credit card to pay for deductibles, copays and coinsurance, as well as other costs not covered by insurance.
To learn more, please visit www.cedarpsychiatry.com/insurance.
About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Contact Information
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, VP, Communications
Email: media@novamind.ca
Investor Relations
Email: IR@novamind.ca
Forward-Looking Statements
This news release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations including the risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable laws.
TORONTO, ON / May 31, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, reported its financial results for the three and nine months ended March 31, 2022 (“Fiscal Q3 2022”). All results are reported under International Financial Reporting Standards (“IFRS”) and in Canadian dollars, unless otherwise specified.
Novamind CEO, Yaron Conforti, commented, “Once again, we’re pleased to report record-high revenue this quarter. Growth was driven by our recent expansion to Arizona in addition to the continued progress of our Utah operations. With the anticipated shareholder approval of the acquisition of Novamind by Numinus in June, the Company is well-positioned to continue this record growth in pursuit of its mission to responsibly reintroduce psychedelic therapy to mental healthcare.”
The following table presents selected financial information from Novamind’s reviewed condensed interim financial statements for the three and nine months ended March 31, 2022. The following information should be read in conjunction with the financial statements and management’s discussion and analysis, which are available under Novamind’s SEDAR profile at www.sedar.com.
Supplemental Disclosure for Circular
Novamind confirms that the management information circular dated May 6, 2022 (the “Circular”), form of proxy and other materials with respect to the Company’s Arrangement with Numinus have been mailed to Novamind Shareholders of record as of May 2, 2022.
The Company wishes to provide the following additional disclosure to supplement and amend the disclosure in the Circular. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular.
The Company confirms that the Novamind Board, other than Yaron Conforti, who abstained from voting on the Arrangement, has determined that the Arrangement is fair to Novamind Shareholders, that the Arrangement is in the best interests of Novamind and unanimously recommends that Novamind Shareholders vote FOR the Arrangement Resolution. Mr. Conforti abstained from voting on the Arrangement on the basis that he will receive a change of control payment in connection with the Arrangement, as described in more detail in the Circular under “The Arrangement – Interests of Certain Persons in the Arrangement – Change in Control Payment”.
The Company also wishes to advise that the definition of Supporting Shareholders referenced on pages 17 and 24 of the Circular misstated that Support Agreements were entered into with directors and officers of Novamind and “a certain Novamind Shareholder”. The Company clarifies that only certain directors and officers of Novamind entered into Support Agreements, and no non-director or officer Novamind Shareholders entered into a Support Agreement. Copies of the Support Agreements have been uploaded to the Company’s SEDAR profile.
About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Contact Information
Novamind
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, VP, Communications
Email: media@novamind.ca
Investor Relations
Email: IR@novamind.ca
Forward-Looking Statements
This news release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations including the risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable laws.
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
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
TORONTO, ON / May 27, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of common shares (the “Novamind Shares”) of the Company vote FOR the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) by way of a court-approved plan of arrangement (the “Arrangement”). ISS and Glass Lewis are independent proxy advisory firms who provide voting recommendations to institutional shareholders.
Under the Arrangement, Shareholders will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held.
In reaching its conclusion, ISS noted:
“In light of the significant premium, the favourable market reaction, the reasonable strategic rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted.”
The Meeting
The special meeting of Shareholders to vote on the Arrangement is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on June 8, 2022, at 2:00 p.m. (Toronto time) (the “Meeting”).
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The proxy voting deadline is 2:00 p.m. (Toronto time) on June 6, 2022.
The Novamind Board of Directors unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
Full details of the Arrangement are described in the Company’s management information circular dated May 6, 2022 (the “Circular”) and can be found on the Company’s website at www.novamind.ca/ir/. The Circular is also available under the Company’s profile at www.sedar.com.
How to Vote
Your vote is important regardless of the number of Novamind Shares you own.
Voting for Beneficial Shareholders
Voting for Registered Shareholders
Shareholder Questions and Assistance
If you have questions relating to the Arrangement, or require voting assistance, please contact Novamind’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada (+1-416-304-0211 for international calls) or by e-mail at assistance@laurelhill.com.
About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Contact Information
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
Novamind
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
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 Arrangement and the Meeting. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations including the risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The Company does not assume any obligation to update forward‐looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws
Cautionary Statements
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
After piloting the program for 9 months, Novamind’s group ketamine therapy for frontline workers is now available to the public.
The 6-week program is designed to help healthcare workers, police officers, firefighters and paramedics work through trauma with the support of their peers.
“The greatest improvement has been my PTSD… Even when I do feel myself reacting, I feel I have more awareness and I am able to better regulate,” says one of the participants of the pilot program.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Shareholders are encouraged to vote their common shares prior to the proxy deadline of June 6, 2022 at 2:00 p.m. ET
TORONTO, ON / May 11, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, today announced it has filed with applicable Canadian securities regulatory authorities the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the Company’s shareholders (the “Novamind Shareholders”) to be held on June 8, 2022, to approve the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) by way of a court-approved plan of arrangement (the “Arrangement”).
The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated April 11, 2022 between Novamind and Numinus (the “Arrangement Agreement”). Assuming the Arrangement becomes effective, holders of common shares of Novamind (the “Novamind Shares”) will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held.
The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by the board of directors of the Company (the “Board”), the requirements for the Arrangement to become effective, the procedure for receiving Novamind Shares issuable under the Arrangement for Numinus Shares, procedures for voting at the Meeting and other related matters. Novamind Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the Arrangement and its consequences to Novamind Shareholders.
Additional information related to the benefits and related risks of the Arrangement are contained in the Circular, which is available on SEDAR at www.sedar.com under Novamind’s profile.
The Board, acting on the unanimous recommendation of a special committee of the Board (the “Special Committee”) and after receiving legal and financial advice, unanimously determined the Arrangement is in the best interests of the Company and fair to the Novamind Shareholders, and recommends the Novamind Shareholders vote FOR the Arrangement.
The Company also announces that the Company has been granted an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”), as required under the Canada Business Corporations Act. The interim order authorizes the Company to proceed with various matters related to the Arrangement. Subject to the receipt of the requested approval of Novamind Shareholders at the Meeting, approval of the Arrangement by the Numinus shareholders, the final approval of the Arrangement by the Court and satisfaction of other customary conditions, the details of which are described in the Arrangement Agreement, the Arrangement is expected to close in June 2022.
The Meeting is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on June 8, 2022 at 2:00 p.m. (Toronto time). Shareholders of record as of the close of business (5:00 p.m. (Toronto time)) on May 2, 2022 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well before the proxy deadline of 2:00 p.m. (Toronto time) on June 6, 2022.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board, voting procedures and how to attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety.
The Circular will be mailed to Novamind Shareholders in compliance with applicable laws and the Interim Order. The Circular is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.novamind.ca under Investor Relations.
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America) or by email to assistance@laurelhill.com.
About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.
Contact Information
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
Novamind
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, VP, Communications
Email: media@novamind.ca
Investor Relations
Email: IR@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 the Arrangement and the Meeting. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐ looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur, and include information regarding: (i) expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied, or the timing for completing the Arrangement and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the Meeting and the mailing of the information circular in respect of the Meeting; (iii) expectations regarding the potential benefits of the Arrangement and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company’s financial statements and related MD&A for the financial year ended June 30, 2021 and its interim financial statements and related MD&A for the six months ended December 31, 2021, all filed with the securities regulatory authorities in British Columbia, Alberta, Ontario and Québec, and available under the Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐ looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements.
Cautionary Statements
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
