Novamind Obtains Final Order for Plan of Arrangement from the Supreme Court of British Columbia and Completes Acquisition by Numinus Wellness Inc.

Rhea-AI Summary

Novamind Inc. has successfully completed its acquisition by Numinus Wellness Inc., following the Supreme Court of British Columbia's final order. As part of this plan of arrangement, holders of Novamind shares will receive 0.84 of a Numinus share for each Novamind share they own. Consequently, Novamind shares will be delisted from the Canadian Securities Exchange, and the company plans to cease its public reporting obligations. This acquisition is anticipated to enhance Numinus's portfolio in the psychedelic medicine sector, positioning the combined entity for future growth.

Positive

• Strategic acquisition enhances Numinus's portfolio in psychedelic medicine.
• Facilitates potential market expansion and revenue growth opportunities.

Negative

• Delisting of Novamind shares from the CSE may concern some investors.
• Ceasing public reporting obligations could reduce investor transparency.

TORONTO, ON / ACCESSWIRE / June 10, 2022 / Novamind Inc. (CSE:NM)(OTCQB:NVMDF)(FSE:HN2) ("Novamind" or the "Company"), a leading mental health company specialized in psychedelic medicine, announced today that the Company has completed its previously announced acquisition by Numinus Wellness Inc. (TSX:NUMI)(OTCQX:NUMIF) ("Numinus") by way of a plan of arrangement (the "Transaction") following receipt of a final order from the Supreme Court of British Columbia.

Pursuant to the Transaction, Numinus acquired all of the common shares of Novamind ("Novamind Shares") and the holders of Novamind Shares have received 0.84 (the "Exchange Ratio") of a common share of Numinus (each a "Numinus Share") for each Novamind Share held. In addition, each Novamind option has been exchanged for replacement Numinus options that entitle the holders to receive, upon exercise thereof, Numinus Shares based upon the Exchange Ratio. Holders of Novamind restricted share units ("Novamind RSUs") received the number of Numinus Shares equal to the number of Novamind Shares such holder was entitled to under each Novamind RSU, subject to any withholdings or deductions, multiplied by the Exchange Ratio.

The Novamind Shares will be delisted from the Canadian Securities Exchange ("CSE") and Novamind intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Full details of the Transaction are described in the Company's management information circular dated May 6, 2022, which is available on the Company's SEDAR profile at www.sedar.com.

About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.

Contact Information
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512

Samantha DeLenardo, VP, Communications
Email: media@novamind.ca

Investor Relations
Email: IR@novamind.ca

Forward-Looking Statements
This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations including the risks detailed from time to time in the Company's public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. 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

Cautionary Statements
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Novamind Inc.

View source version on accesswire.com:
https://www.accesswire.com/704733/Novamind-Obtains-Final-Order-for-Plan-of-Arrangement-from-the-Supreme-Court-of-British-Columbia-and-Completes-Acquisition-by-Numinus-Wellness-Inc

FAQ

What is theExchange Ratio in the Novamind and Numinus acquisition?

The Exchange Ratio is 0.84, meaning each Novamind shareholder receives 0.84 Numinus shares for every Novamind share held.

When did Numinus complete its acquisition of Novamind?

Numinus completed its acquisition of Novamind on June 10, 2022.

How will the acquisition impact Novamind shareholders?

Novamind shareholders will receive Numinus shares based on the Exchange Ratio, but Novamind shares will no longer be traded.

What will happen to Novamind’s public reporting status after the acquisition?

Novamind intends to apply to cease to be a reporting issuer and terminate its public reporting obligations.