Numinus Announces Short Form Prospectus Offering of Units for Gross Proceeds of up to $4.05 Million
VANCOUVER, BC, July 22, 2020 /CNW/ - Numinus Wellness Inc. ("Numinus" or the "Company") (TSXV: NUMI), a company creating an ecosystem of health solutions centred on developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies, is pleased to announce it has entered into an engagement letter with Mackie Research Capital Corporation (the "Agent" or "Mackie") in connection with a best-efforts offering of up to 15,000,000 units (the "Units") at a price of $0.27 per Unit for gross proceeds of up to $4,050,000 (the "Offering") in the offering jurisdictions of British Columbia, Alberta and Ontario. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.40 per common share for a period of two years from issuance. The Company will grant the Agent an option (the "Agent's Option") exercisable at any time up to and including the closing of the Offering (the "Closing") to increase the size of the Offering by up to 15% by giving written notice of the exercise of the Agent's Option, or a part thereof, to the Company at any time up to 48 hours prior to Closing.
The Company intends to use the net proceeds of the Offering for MDMA and psilocybin Compassionate Access protocol implementation to make these drugs accessible to specific patient groups before they are available on the market. As per Health Canada's Special Access Programme for Drugs Guidance Document, "where possible, open label or compassionate access trials should be incorporated into drug development plans to meet the needs of patients not eligible for enrollment in other pivotal trials." Additional funds will be used to secure therapy space and develop psychedelic integrative treatment models, support upgrades to its Lab infrastructure to support its Health Canada licences and for general operating expenses.
Mackie has agreed to act as lead agent and sole bookrunner for the Offering on a best efforts basis and may invite other registered investment dealers to participate as syndicate members on the Offering as may be determined to the mutual satisfaction of the Agent and the Company.
In connection with the Offering the Company has agreed to pay the Agent a cash fee of 6% of the aggregate gross proceeds raised from the Offering, and issue compensation options (the "Compensation Options") exercisable at any time up to two years following Closing to purchase broker units (the "Broker Units") of the Company in an amount equal to 6% of the number of Units sold in connection with the Offering. The Compensation Options will be exercisable at the price of $0.27 per Broker Unit. Each Broker Unit will be comprised of one common share and one-half of one broker warrant (the "Broker Warrant"). Each Broker Warrant will be exercisable into one common share at a price of $0.40 for two years from issuance. In addition, the Company will pay Mackie a cash fee for advisory services provided in an amount equal to 2% of the gross proceeds of the Offering and will issue to Mackie advisory options having the same terms as the Compensation Options in an amount equal to 2% of the Units sold in connection with the Offering.
The Offering will be made by way of a short form prospectus (the "Prospectus"), which will be filed with the securities commissions in the Provinces of British Columbia, Alberta and Ontario. The Prospectus will contain important information about the Offering and will be available on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com, under the Company's profile. Any distributions of securities will only be made pursuant to the Prospectus, which remains subject to the issuance of a final receipt by the applicable securities regulators, and any other necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
About Numinus
Numinus is a Vancouver-based health care company creating an ecosystem of health solutions centred around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies. Numinus's ecosystem units include Numinus Bioscience, Numinus R&D, and Numinus Health. Each unit is undertaking distinct, synergistic initiatives to hasten approved access to psychedelic-assisted therapy models in Canada and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies once available. Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licenses (through its wholly-owned subsidiary Salvation Botanicals), including a cannabis testing license used for sustainable revenue to support the company's psychedelic efforts. It is also a late-stage application for cannabis processing. Additionally, the Company holds a dealer's licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT, and mescaline, and it is the only publicly listed company in Canada to be issued a Health Canada license to produce and extract psilocybin from mushrooms for the purpose of developing proprietary extraction methods. These licences will allow Numinus to support the growing number of studies on the potential benefits of psychedelic therapies through research projects, product development, and the supply and distribution of these substances. Numinus R&D leverages established relationships to position the Company for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval. Numinus Health, with one clinic already prototyping systems for efficiency and profitability, is dedicated to delivering therapies that enhance and supplement existing options—centred around psychedelic-assisted therapies when and where regulated—for people wanting lasting physical, mental, and emotional health. For more information, visit www.numinus.ca.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to 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.
Payton Nyquvest
President, Chief Executive Officer and Chair
Further information about the Company is available under its profile on the SEDAR website, www.sedar.com, and on the Company's website.
SOURCE Numinus Wellness Inc.
Stacey Wallin, Chief Strategy Officer, 1.833.686.4687
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