/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, BC, Dec. 7, 2020 /CNW/ - Numinus Wellness Inc.
("Numinus" or the "Company") (TSXV: NUMI), a company creating an
ecosystem of health solutions centered around developing and
supporting the safe, evidence-based, accessible use of
psychedelic-assisted psychotherapies is pleased to announce
that it has entered into an agreement with Canaccord Genuity Corp.
and Eight Capital (the "Underwriters") to increase the size of its
previously announced bought deal financing. Pursuant to the revised
terms of the offering, the Underwriters have agreed to purchase, on
a bought deal basis an aggregate of 22,059,000 units (the "Units")
at a price of $0.68 per Unit (the
"Offering Price") for aggregate gross proceeds to the Company of
approximately $15 million (the
"Offering").
Each Unit shall consist of one common share (each a "Common
Share") and one-half of one common share purchase warrant of the
Company (each a "Warrant"). Each Warrant shall be exercisable to
acquire one common share of the Company for a period of 24 months
from closing of the transaction at an exercise price of
C$0.90 per Warrant.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional 3,308,850
Units at a price of C$0.68 per Unit,
exercisable at any time, for a period of 30 days after and
including the Closing Date, which would result in additional
proceeds of approximately $2.3
million. The Over-Allotment Option is exercisable to acquire
Units, Common Shares and/or Warrants (or any combination thereof)
at the discretion of the Underwriters.
The Units will be offered by way of a short form prospectus to
be filed in all provinces of Canada except Quebec. The Offering is expected to close on
December 29, 2020 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory and stock exchange approvals, including
the approval of the TSX Venture Exchange ("TSXV") and the
applicable securities regulatory authorities.
The Company will use best efforts to obtain the necessary
approvals to list the Common Shares, Warrants, and the Common
Shares issuable upon exercise of the Warrants on the TSXV.
Numinus intends to use the proceeds of the Offering to
- upgrade existing laboratory and equipment to prepare for clinic
trials;
- seek approval for and commence compassionate access
trials;
- review and complete potential acquisitions;
- facilitate research and development of medical protocols and
treatment standard operating procedures for the use of psychedelic
therapies;
- potentially identify and build out a purpose-built facility to
complement its existing wellness centre; and
- general working capital purposes.
ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.
Payton Nyquvest
President, Chief Executive Officer and Chair
About Numinus
Numinus Wellness Inc. (TSXV: NUMI) is a
mental health and wellness company creating an ecosystem of
solutions centred around safe, evidence-based, accessible
psychedelic-assisted psychotherapy to help people heal and be
well.
Numinus Health is dedicated to delivering innovative
treatments to address physical, mental, and emotional health,
through clinics and virtual services.
Numinus R&D is conducting implementation science and
leveraging partnerships to beta-test and refine optimal models of
psychedelic-assisted psychotherapy delivery, setting the stage for
approved routine use in mental health and wellness care.
Numinus Bioscience is focused on developing testing
methods and effective formulas for the evolving psychedelics space.
Health Canada licences, scientific
expertise, and new technologies facilitate ongoing innovation, and
high-throughput contract services generate established revenue.
Learn more at numinus.ca, and follow us on Facebook, Twitter,
and Instagram.
Forward Looking Statements
This news 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 of
future performance, are "forward-looking statements."
Forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"estimates", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward looking statements. Such risks and uncertainties include,
among others, dependence on obtaining and maintaining regulatory
approvals, including acquiring and renewing federal, provincial,
municipal, local or other licences and any inability to obtain all
necessary governmental approvals licences and permits to operate
and expand the Company's facilities; regulatory or political change
such as changes in applicable laws and regulations, including
federal and provincial legalization, due to inconsistent public
opinion, perception of the medical-use and adult-use marijuana
industry, bureaucratic delays or inefficiencies or any other
reasons; any other factors or developments which may hinder market
growth; the Company's limited operating history and lack of
historical profits; reliance on management; the Company's
requirements for additional financing, and the effect of capital
market conditions and other factors on capital availability;
competition, including from more established or better financed
competitors; and the need to secure and maintain corporate
alliances and partnerships, including with research and development
institutions, customers and suppliers. These factors should be
considered carefully, and readers are cautioned not to place undue
reliance on such forward-looking statements. Although the Company
has attempted to identify important risk factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other risk
factors that cause actions, events or results to 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 has no
obligation to update any forward looking statement, even if new
information becomes available as a result of future events, new
information or for any other reason except as required by law.
SOURCE Numinus Wellness Inc.