Numinus Provides Bi-Weekly Update on Annual Filings

Rhea-AI Summary

Numinus Wellness (TSX: NUMI, OTCQX: NUMIF) provided an update on its previously announced management cease trade order (MCTO) regarding the filing of its audited annual financial statements, management discussion and analysis (MD&A), and annual information form (AIF) for the fiscal year ending August 31, 2024. The British Columbia Securities Commission granted the MCTO on December 2, 2024, under National Policy 12-203 (NP 12-203). This order restricts the company's CEO and CFO from trading in company securities until the filings are complete and the MCTO is revoked.

During this period, Numinus will halt share buy-back activities and refrain from issuing or acquiring securities from insiders or employees. Shareholders, however, can continue to trade their securities. The company anticipates finalizing the filings by January 28, 2025, and will issue a news release upon completion. Until then, Numinus will comply with NP 12-203 by issuing bi-weekly default status reports.

Since the last announcement, Numinus confirms it has met its obligations under NP 12-203, has not experienced any new defaults, is not undergoing insolvency proceedings, and has no undisclosed material information.

Positive

• Shareholders can continue trading their securities despite the MCTO.
• Numinus anticipates completing the filings by January 28, 2025.

Negative

• The CEO and CFO are restricted from trading company securities until filings are complete.
• Numinus has halted share buy-back activities during the MCTO period.

VANCOUVER, BC, Jan. 13, 2025 /PRNewswire/ - Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) ("Numinus" or the "Company"), a leader in mental health care specializing in innovative and evidence-based treatments, today provided an update with respect to its previously announced management cease trade order ("MCTO")  in connection with the Company's filing of its audited annual financial statements (the "Audited Financial Statements"), management discussion and analysis (the "MD&A"), and annual information form (the "AIF") for the financial year ended August 31, 2024 and the applicable CEO and CFO certifications (together with the Audited Financial Statements, the MD&A, and the AIF, the "Annual Filings").

Further to the Company's news release dated December 3, 2024 (the "Announcement"), the Company's principal regulator, the British Columbia Securities Commission (the "Commission"), granted the MCTO on December 2, 2024, under National Policy 12-203 – Management Cease Trader Orders ("NP 12-203"). Pursuant to the MCTO, the Chief Executive Officers and the Chief Financial Officer of the Company may not trade in securities of the Company until such time as the Company files the Annual Filings and the Commission revokes the MCTO. During this period, the Company will cease any share buy-back activities under its normal course issuer bid, and has undertaken not to, directly or indirectly, issue or acquire securities from an insider or employee of the Company.

The MCTO does not affect the ability of shareholders to trade their securities.

The Company's Board of Directors and management are continuing to work with its accounting team to prepare the Annual Filings as soon as practicable. The delay in filing the Annual Filings is a result of unexpected delays experienced by the Company. It is the Company's reasonable expectation that the Annual Filings will be finalized by January 28, 2025.

The Company will issue a news release announcing completion of filing of the Annual Filings at such time as they are completed and filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out under NP 12-203, including issuing bi-weekly default status reports by way of news releases, which will be filed on SEDAR+.

In addition, the Company confirms that since the date of the Announcement: (i) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (ii) there has not been any other specified default by the Company under NP 12-203; (iii) the Company is not subject to any insolvency proceedings; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed.

About Numinus

Numinus Wellness Inc. (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 research and clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms of 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, and Instagram.

Forward Looking Statements

Statements and other information contained in this press release about anticipated future events constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", and "intend" and statements that an event "may", "will", "should", "could" or "might" occur or other similar expressions. In particular, and without limitation, this news release contains forward-looking statements respecting the Company's reasonable expectation that the Annual Filings will be finalized by January 28, 2025 and the Company's compliance with the MCTO and NP 12-203. Forward-looking statements are subject to risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements, including the results of further research into MDMA, if any, the FDA and other regulators' decisions in respect of MDMA and other psychedelic medications, restrictions that may be placed on the use of psychedelic compounds by regulatory authorities; safety and efficacy of psychedelic-assisted therapy; acceptance, uptake and commercialization of psychedelic assisted therapy, if any; dependence on obtaining regulatory approvals, and other risks that are set forth in our annual information form dated November 29, 2023, and available on SEDAR at www.sedarplus.ca. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Numinus does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.

View original content:https://www.prnewswire.com/news-releases/numinus-provides-bi-weekly-update-on-annual-filings-302348512.html

SOURCE Numinus Wellness Inc.

FAQ

What is the impact of the NUMIF management cease trade order?

The MCTO restricts the CEO and CFO from trading company securities until the annual filings are complete and the order is revoked.

Can shareholders trade NUMIF shares during the MCTO?

Yes, shareholders can continue to trade their securities despite the MCTO.

When does Numinus expect to complete its annual filings?

Numinus expects to finalize the annual filings by January 28, 2025.

What are the consequences of the MCTO for NUMIF?

The CEO and CFO cannot trade company securities, and the company has halted share buy-back activities during the MCTO period.

Why was the NUMIF MCTO issued?

The MCTO was issued due to delays in filing the audited annual financial statements, MD&A, and AIF for the fiscal year ending August 31, 2024.

What steps is Numinus taking during the MCTO period?

Numinus will issue bi-weekly default status reports and halt share buy-back activities until the filings are complete.