Numinus Mails Materials for Special Meeting of Shareholders and Announces Interim Court Order for Plan of Arrangement

Numinus Mails Materials for Special Meeting of Shareholders and Announces Interim Court Order for Plan of Arrangement

Shareholders are encouraged to vote their common shares prior to the proxy deadline of June 6, 2022 at 11:00 a.m. PT

VANCOUVER, BC, May 10, 2022 /PRNewswire/ - Numinus Wellness Inc. ("Numinus", the "Company") (TSX: NUMI) (OTCQX: NUMIF) today announces the mailing of its management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of the Company's shareholders (the "Shareholders") to consider the issuance of common shares (the "Common Shares") of the Company to the securityholders of Novamind Inc. ("Novamind") in connection with the previously announced proposed acquisition of Novamind, by way of a court-approved plan of arrangement (the "Transaction").

"The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through established reputable, revenue-producing clinics," said Payton Nyquvest, Founder and CEO, Numinus. "We expect this acquisition will significantly bolster our financial performance, growing Numinus' annual revenue to more than five times our current levels, and driving meaningful margin improvement through identified operating efficiencies. We believe our combined capabilities will deliver exceptional value for our clients, employees, and shareholders."

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.

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.

Reasons for the Recommendation

There are several key benefits to the acquisition of Novamind:

1. It rapidly expands Numinus' operations and brand in the U.S. with a reputable platform of revenue producing clinics with an established and growing client base;
2. It accelerates Numinus' path to profitability:
1. The transaction is expected to be immediately accretive to revenue and, based on forecasts and efficiencies of scale, will shorten the timeline Numinus projects to profitability, and,
2. The acquisition is anticipated to generate C$3 million of annual cost savings through the elimination of duplicate corporate expenses;
3. It grows client programming, as complementary service offerings will be shared and expanded across a combined clinic network; and,
4. It combines Novamind's clinical research site management capabilities with Numinus Bioscience's research laboratory and analytical testing expertise.

As of its most recently reported quarter, ended February 28, 2022, Numinus had more than C$48 million in cash to fund its operations, which will provide a solid runway for growth. The Company continues to focus on using cash as efficiently as possible to preserve its liquidity and expand its market reach and brand awareness. To support this, the Company's offer for Novamind is an all-equity offer.

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. 

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.

The Company also announces today that, on May 6, 2022, the Supreme Court of British Columbia (the "Court") granted Novamind an interim order regarding the Transaction, as required under the Canada Business Corporations Act. The interim order authorizes Novamind to proceed with various matters related to the Transaction. Subject to the receipt of the requested approval of Shareholders, approval of the Transaction by Novamind Shareholders, the final approval of the Transaction by the Court and satisfaction of other customary conditions, the Transaction is expected to close in June 2022.

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.

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.

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SOURCE Numinus Wellness Inc.