VANCOUVER, British Columbia, Feb. 01, 2024 (GLOBE NEWSWIRE) -- Numinus Wellness Inc. ("Numinus" or the "Company") (TSX: NUMI), a mental health care company advancing traditional and innovative behavioral health treatments with a focus on safe, evidence-based psychedelic-assisted therapies, today announced that it has entered into an agreement (the “Engagement Agreement”) with Eight Capital under which Eight Capital, on behalf of a syndicate of underwriters including Stifel GMP, as co-lead underwriter and joint bookrunner, has agreed to purchase, on a bought deal basis (subject to the terms of the Engagement Agreement), an aggregate of 50,000,000 units (the "Units") at a price of $0.12 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $6,000,000 (the "Offering"). The Offering will be made pursuant to the filing of a prospectus supplement (the “Supplement”) to the Company’s short form base shelf prospectus dated June 27, 2023 (the “Prospectus”).

In connection with the Offering, Numinus has secured a lead order from Integrated V.C., a venture fund partnering with value-aligned companies and entrepreneurs that are transforming the health and well-being of communities around the globe, and additional participation by the Multidisciplinary Association for Psychedelic Studies (“MAPS”), a non-profit organization specializing in research and education so people can benefit from the careful use of psychedelics and marijuana for mental health, well-being, and connection.

“As we continue to build out our comprehensive offering to address the pressing challenges of mental health in our communities, this financing provides important resources to help us achieve our goals,” said Payton Nyquvest, Numinus Founder and CEO. “The participation of seasoned healthcare investors and a leading mental health research organization focused on psychedelics is a validation of the work we are doing and our cost containment success.”

“In light of the global renaissance in psychedelic drug development research, MAPS is enthused to support Numinus with their clinical work and the crucial training of therapists, including experiential training where therapists volunteer to receive psychedelics themselves in a therapeutic setting as part of a clinical trial. For more than half a century, therapists have expressed a desire to have the opportunity for their own psychedelic experiences as part of their training to feel better prepared to use these medicines to treat their patients. Given the potential demand for novel psychedelic-assisted therapy treatments, there will be a critical need for trained professionals to administer care. We see Numinus as playing a critical role in ensuring that therapists have the option to volunteer for experiential training to become fully trained on the latest medicines and their therapeutic methodologies,” said Rick Doblin, Ph.D., the Founder and President of MAPS.

Each Unit shall consist of one common share (each a “Common Share”) and one common share purchase warrant of the Company (each a “Warrant”). Each Warrant shall be exercisable to acquire one common share of the Company for a period of 24 months from closing of the Offering at an exercise price of $0.18 per share.

The Company has granted Eight Capital an option (the “Over-Allotment Option”) to purchase up 15% in additional Units at the Offering Price per Unit, exercisable at any time, for a period of 30 days after and including the Closing Date (as defined herein), which would result in additional proceeds of up to $900,000. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of Eight Capital.

The Units will be offered by way of a prospectus supplement (the “Supplement”) to the Company’s short form base shelf prospectus dated June 27, 2023 (the “Prospectus”), such Supplement to be filed in all provinces and territories of Canada except Quebec. The Units may also be offered in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arises. The Offering is expected to close on or about February 7, 2024 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange (“TSX”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.

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

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, dependence on obtaining regulatory approvals and the possibility that the Offering does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or because the underwriters exercise their termination rights; ability of Numinus to maintain or increase earnings; ability of Numinus to achieve or maintain profitability; the Company's 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 the Company's 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. The Company 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.

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