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(Toronto time)) on are entitled to receive notice of and vote at the Meeting. Shareholders of record as of the close of business (5:00 p.m.

The Meeting is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on Jat 2:00 p.m. Subject to the receipt of the requested approval of Novamind Shareholders at the Meeting, approval of the Arrangement by the Numinus shareholders, the final approval of the Arrangement by the Court and satisfaction of other customary conditions, the details of which are described in the Arrangement Agreement, the Arrangement is expected to close in June 2022.

The interim order authorizes the Company to proceed with various matters related to the Arrangement. The Company also announces that the Company has been granted an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”), as required under the Canada Business Corporations Act. The Board, acting on the unanimous recommendation of a special committee of the Board (the “Special Committee”) and after receiving legal and financial advice, unanimously determined the Arrangement is in the best interests of the Company and fair to the Novamind Shareholders, and recommends the Novamind Shareholders vote FOR the Arrangement. As of April 8, 2022, the last trading day prior to the announcement of the Arrangement Agreement, the implied offer price per Novamind Share represents a premium of approximately 51% based on the 20-day volume weighted average price of Novamind Shares on the Canadian Securities Exchange.Īdditional information related to the benefits and related risks of the Arrangement are contained in the Circular, which is available on SEDAR at under Novamind’s profile.

Significant Premium to the Novamind Shareholders.

The consideration being offered to the Novamind Shareholders under the Arrangement allows Novamind Shareholders to have an opportunity to participate in any potential increase in the value of Numinus after the effective date of the Arrangement.

Ability to Participate in Future Potential Growth of Numinus.

Novamind Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the Arrangement and its consequences to Novamind Shareholders.īenefits of the Arrangement to Novamind’s Shareholders The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by the board of directors of the Company (the “Board”), the requirements for the Arrangement to become effective, the procedure for receiving Novamind Shares issuable under the Arrangement for Numinus Shares, procedures for voting at the Meeting and other related matters. Assuming the Arrangement becomes effective, holders of common shares of Novamind (the “Novamind Shares”) will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held. The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated Apbetween Novamind and Numinus (the “Arrangement Agreement”).