Numinus Wellness Inc. Announces $30 Million Bought Deal Public Offering

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.

VANCOUVER, British Columbia, March 15, 2021 (GLOBE NEWSWIRE) -- Numinus Wellness Inc. ("Numinus" or the "Company") (TSXV: NUMI), a company creating an ecosystem of health solutions centered around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted psychotherapies, is pleased to announce that it has entered into an agreement with Eight Capital and Canaccord Genuity Corp. (the "Underwriters"). The Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a prospectus supplement to the Company’s short form base shelf prospectus dated March 12, 2021, an aggregate of 24,000,000 units (the "Units") at a price of $1.25 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $30 million (the "Offering").

Each Unit shall consist of one common share (each a “Common Share”) and one-half of 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 $1.75 per Warrant.

The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 3,600,000 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 $4.5 million. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters.

The Units will be offered by way of a prospectus supplement to the Company’s short form base shelf prospectus 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 March 18, 2021 (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 TSX Venture Exchange (“TSXV”) and the applicable securities regulatory authorities.