Proceeds add to recently executed warrants and
options of $8.9 million
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
VANCOUVER, BC, Dec. 29, 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 closed its previously announced bought deal public
offering (the "Offering") of units (the "Units")
through Canaccord Genuity Corp. and Eight Capital (the
"Underwriters") pursuant to a short form prospectus dated
December 21, 2020.
Pursuant to the Offering, the Company issued 25,367,850 Units,
on an underwritten basis, at the purchase price of $0.68 per Unit (the "Offering Price"), for
aggregate gross proceeds to the Company of $17,250,138, which includes the exercise, in
full, by the Underwriters of the over-allotment option (the
"Over-Allotment Option") granted by the Company to purchase
an additional 3,308,850 Units at the Offering Price.
Each Unit consists of one common share of the Company (a
"Common Share") and one-half of one common share purchase
warrant of the Company (each whole warrant, a "Warrant").
Each Warrant is exercisable to acquire one Common Share until
December 29, 2022 at an exercise
price of $0.90 per Common Share.
In consideration for their services, the Company paid to the
Underwriters a cash commission equal to 6% of the aggregate gross
proceeds of the Offering in the amount of $1,035,008.28, including gross process raised on
exercise of the Over-Allotment Option, and issued to the
Underwriters 1,522,071 compensation warrants (the "Compensation
Warrants"). Each Compensation Warrant may be exercised to
acquire one Common Share (each, a "Compensation Share") at
an exercise price of $0.68 per
Compensation Share until December 29,
In addition, the Company paid a corporate finance fee (the
"Corporate Finance Fee") in the amount of $250,000 with 50% of the Corporate Finance Fee
paid in cash and 50% of the Corporate Finance Fee paid in Common
Shares (the "Corporate Finance Fee
Shares") at a deemed price of $0.68 per Corporate Finance Fee Share for a total of 183,824 Corporate
Finance Fee Shares.
The Company intends to use the net proceeds of the Offering for
clinic upgrades to prepare for clinical trials, laboratory
upgrades, clinic acquisitions, research and development of medical
protocols, and general working capital.
The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This news release
will not constitute an offer to sell or the solicitation of an
offer to buy nor will there be any sale of the securities in any
state in which such offer, solicitation or sale would be
In addition to the bought deal public offering, over the past 12
weeks, Numinus has received approximately $8.9 million in gross proceeds from the exercise
of warrants and stock options.
"This over-subscribed financing, along with the exercised
warrants and options, not only strengthens our cash position, but
clearly demonstrates confidence in our business model, our
progress, and our growth prospects," said Payton Nyquvest, Founder, CEO, and Chair,
Numinus. "We are closing off 2020 in a strong position with
the financing topping off our recent exclusive Psilocybe
harvest and extraction, our planned compassionate access trial
of psilocybin, our partnership with MAPS for an MDMA compassionate
access trial, our national expansion with the acquisition of
Mindspace, and our successful lobbying of Health Canada resulting
in its notice of intent to amend the Special Access Programme to
include accessibility to psilocybin and MDMA. We are ready
for a fast-paced year ahead, and I would like to use this
opportunity to sincerely thank our supporters and to wish you all a
healthy, safe and happy New Year."
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.
This news release contains "forward-looking information"
within the meaning of applicable securities laws, including but not
limited to statements relating to the use of proceeds from the
Offering. Although the Company believes, in light of the experience
of its officers and directors, current conditions and expected
future developments and other factors that have been considered
appropriate, that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Company can give no assurance
that they will prove to be correct. Actual results and developments
may differ materially from those contemplated by these statements.
The statements in this press release are made as of the date of
this release and the Company assumes no responsibility to update
them or revise them to reflect new events or circumstances other
than as required by applicable securities laws. The Company
undertakes no obligation to comment on analyses, expectations or
statements made by third-parties in respect of the Company, its
subsidiaries, their securities, or their respective financial or
operating results (as applicable).
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.
President, Chief Executive Officer and Chair
SOURCE Numinus Wellness Inc.