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New Acquisition: Novamind To Buy Common Shares Of Numinus Pending Canadian Supreme Court Approval

Numinus Wellness Inc.

Benzinga · 06/09/2022 13:05

Numinus Wellness Inc. (OTCQX:NUMIF), a company focused on the development and delivery of innovative mental health care through evidence-based psychedelic-assisted therapies, announced that its shareholders approved the issuance of common shares in connection with the proposed acquisition of Novamind Inc. (OTCQB:NVMDF).

Novamind shareholders have also voted to approve the previously proposed acquisition of Numinus in an all-share transaction, pursuant to a plan of arrangement, at a separate meeting of Novamind shareholders. The transaction required approval by a simple majority of the votes and by not less than two-thirds of the shareholders’ votes entitled to vote at the special meeting that took place in the first days of May. A total of 28,403,240 Novamind shares were voted, representing approximately 57.0% of the issued and outstanding shares as of May 2, with 98.5% voting in favor. 

On Numinus’ side, nearly the same total of votes was obtained during the ordinary resolution authorizing and approving the issuance of up to 63,010,034 common shares of Numinus to the security holders of Novamind. The common shares issued pursuant to the transaction will be distributed to individual Novamind security holders following its completion.

More specifically, a total of 32,679,640 common shares were voted at the meeting, representing approximately 15.68% of the total issued and outstanding common shares of Numinus up to date. 

The completion of the transaction remains conditional upon approval of the Supreme Court of British Columbia and other customary approvals including regulatory and third-party approvals. The application for the final order from the Court is scheduled for June 10. Assuming that all conditions to closing of the transaction are satisfied or waived, it is expected to be completed on or about that same date.

Following the completion of the transaction, it is anticipated that Novamind shares will be delisted from the Canadian Securities Exchange and the company will cease to be a reporting issuer under applicable Canadian securities law. The shares will also no longer be posted for trading on the OTCQB.

As expressed by Numinus founder & CEO Payton Nyquvest, "This acquisition will position our business as one of the leading integrated mental wellness companies in North America offering ketamine and psychedelic-assisted therapies, with 13 wellness clinics, four clinical research sites and a dedicated psychedelics research laboratory."

He later added, "We look forward to completing the acquisition soon and working closely with the Novamind team to share best practices and grow our collective mental health and wellness service offering."

The Numinus model, including psychedelic production, research and clinic care, focuses on healing rather than managing symptoms of depression, anxiety, trauma, pain and substance use. On its behalf, Novamind is a renowned mental health company enabling safe access to psychedelic medicine, mainly ketamine-assisted psychotherapy but also other novel treatments, through a network of mental health clinics and clinical research sites.