Numinus Announces Closing of $40-Million Bought Deal Financing

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

Numinus Wellness Inc. (TSXV: NUMI), a company creating an ecosystem of health solutions centered around the safe, evidence-based and accessible use of psychedelic-assisted psychotherapies, is pleased to announce that it has closed a bought deal financing of 28,000,000 units (the “Units”) of the Company at a price of $1.25 per Unit for total gross proceeds of $35 million (the “Offering”). The Offering was conducted by Eight Capital and Canaccord Genuity Corp. (together, the “Underwriters”). The Underwriters also exercised their over-allotment option in full to purchase an additional 4,200,000 Units for additional gross proceeds of $5.25 million.  Including the proceeds from the exercise of the over-allotment option, the total gross proceeds of the Offering are $40.25 million with an aggregate of 32,200,000 Units issued.

Each Unit consists of one common share and one-half of one common share purchase warrant of the Company (each whole warrant a “Warrant”). Each Warrant is 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 $1.75 per Warrant.

The Offering was completed pursuant to the Company’s base shelf prospectus dated March 12, 2021. The terms of the Offering were described in a prospectus supplement filed on March 16, 2021 with securities regulators in each of the provinces and territories of Canada, other than Québec. The Units were also offered and sold in the United States to certain purchasers, who are, or are purchasing for the account or benefit of, one or more U.S. persons or persons in the United States, each of whom qualifies as a “qualified institutional buyer” as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”).

With the close of the Offering, Numinus now has $65 million on hand and is well capitalized to act on revenue-generating growth initiatives including the Numinus Bioscience lab expansion, clinic acquisitions and purpose-built flagship facilities.

I want to thank our investors for their overwhelming confidence in our vision of bringing forward safe and evidence-based approaches to mental health challenges, including through the delivery of psychedelic-assisted psychotherapies. Millions of people struggle with depression, anxiety, trauma, pain and substance use, and are seeking novel approaches that are intended to cure rather than manage symptoms. Our financing puts us in a strong position to drive much needed innovation in mental healthcare and provides the necessary resources to create new ways to support healing and wellness

Payton Nyquvest, Chair, President and CEO, Numinus

The Offering’s net proceeds are expected to be used to acquire and build local community clinics and flagship facilities offering a wide variety of amenities including psychotherapy, health and wellness services and, when regulated, psychedelic-assisted psychotherapy. The remaining net proceeds will be used for general working capital purposes.

While Numinus is building this footprint, the Company anticipates partnering with leading academic, corporate and non-profit groups on clinical and compassionate access trials; continuing to innovate in psychedelic-assisted psychotherapy training, protocols and policies; developing its intellectual property; and investing in research, sales and marketing at the Numinus Biosciences lab.

The lab, located in British Columbia, Canada, recently received new amendments under Canada’s Controlled Drugs and Substances Act that enhance the Company’s ability to lead psychedelics research and support the global psychedelics sector.

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