Numinus Wellness Inc. Closes $6 Million Bought Deal Public Offering

/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, Feb. 16, 2024 /CNW/ - Numinus Wellness Inc. ("Numinus") (TSX: NUMI), a mental health care company advancing traditional and innovative behavioral health treatments with a focus on safe, evidence-based psychedelic-assisted therapies, is pleased to announce the closing of its previously announced "bought deal" public offering of 50,000,000 units (each, a "Unit") at a price of $0.12 per Unit (the "Offering Price") for aggregate gross proceeds to Numinus of $6,000,000 (the "Offering").

Each Unit consists of one common share in the capital of Numinus (each, a "Common Share") and one Common Share purchase warrant of Numinus (each, a "Warrant"). Each Warrant is exercisable to acquire one Common Share for a period of 24 months from closing of the Offering at an exercise price of $0.18 per Common Share.

"Numinus is at an important stage. As the new drug application for MDMA was recently accepted by the United States Food and Drug Administration, our clinical research team is continuing to work with exciting new drugs and treatments and our training platform is helping to address the critical need for practitioners to provide psychedelic-assisted therapy," said Payton Nyquvest, Numinus' Founder and CEO. "This financing provides us the resources to act on opportunities and demonstrates support for our work in the markets. This, along with Dr. Rick Doblin, the Founder and President of the Multidisciplinary Association for Psychedelic Studies, joining us as an unpaid, non-exclusive strategic adviser, bolsters our efforts to provide much-needed transformative care."

Dr. Rick Doblin stated: "Numinus is making important strides in the mental health field with its strategic focus and thoughtful positioning. Their approach, particularly through the proposed clinical trial for experiential training, is well-designed to equip therapists with the depth of understanding needed to effectively support individuals dealing with trauma."

Dane Stevens, co-founder of Optimi Health Corp, a holder of a Health Canada Dealers License, which participated in the Offering and is committed to support Numinus' future initiatives said: "We are proud to support Numinus in their strategic endeavours to ultimately expanding access to psychedelic assisted therapy. Supporting the work they are doing in their industry-leading clinics and their training efforts is an important step towards ensuring access."

Numinus intends to use the proceeds of the Offering for working capital and general corporate purposes.

The Units were sold pursuant to an underwriting agreement dated February 5, 2024 (the "Underwriting Agreement") among Numinus, Eight Capital and Stifel Nicolaus Canada Inc., as co-lead underwriters and co-bookrunners on behalf of a syndicate of underwriters, and Haywood Securities Inc. (collectively, the "Underwriters").

Pursuant to the Underwriting Agreement, Numinus granted the Underwriters an option (the "Over-Allotment Option") to purchase up to 15% in additional Units at the Offering Price per Unit, exercisable at any time, for a period of 30 days after the closing of the Offering, which would result in additional proceeds of up to $900,000 if the Over-Allotment Option is exercised in full. 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 Offering was completed pursuant to a prospectus supplement dated February 5, 2024 (the "Supplement") to Numinus' short form base shelf prospectus dated June 27, 2023 (the "Prospectus"), in all of the provinces of Canada, other than Québec, and offered in the United States to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in those other jurisdictions outside Canada and the United States pursuant to exemptions from prospectus and registration requirements.

Certain directors and officers of Numinus (collectively, the "Insiders") purchased an aggregate of 1,708,333 Units pursuant to the Offering. Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Numinus was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of Numinus' market capitalization. Numinus did not file a material change report 21 days prior to closing of the Offering, as the Insiders participation had not been confirmed at that time and Numinus wished to close the transaction as soon as practicable for sound business reasons.

The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About Numinus

Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) 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 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 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, restrictions that may be placed on use of MDMA by regulatory authorities; safety and efficacy of MDMA-assisted therapy; acceptance, uptake and commercialization of MDMA-assisted therapy; the effectiveness of any advice provided by a strategic advisor or future collaborations related thereto; the ability and/or effectiveness of management to deploy the proceeds of the Offering as planned; the ability of Numinus to maintain or increase earnings; the ability of Numinus to achieve or maintain profitability; Numinus' need for additional financing and the effects of financial market conditions and other factors on the availability of capital; and other risk factors set forth in the Supplement, the Prospectus and our annual information form dated November 29, 2023, each available on SEDAR+ at www.sedarplus.ca. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking statements. Despite Numinus' 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. Numinus 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 media inquiries and further information: Investor Contact: Craig MacPhail, [email protected]