Numinus Wellness Inc. (TSX:NUMI) entered into a definitive agreement to acquire Novamind Inc. (OTCPK:NVMD.F) for CAD 21.6 million on April 11, 2022. Under the terms of the Agreement, shareholders of Novamind will receive 0.84 of a common share of Numinus for each Novamind share held, implying an offer price of CAD 0.44 per Novamind Share. After giving effect to the Transaction, Novamind Shareholders will hold ~18% ownership in the proforma company. Upon closing of the transaction, all Novamind operations will transition to Numinus branding. Novamind Shares to be de-listed from the CSE with effect promptly following the acquisition. In case of termination by either parties, CAD 1 million of termination fee will paid by the party terminating the agreement.

Numinus' executive team and board will remain in place, with Numinus being led by CEO Payton Nyquvest. Completion of the Transaction is subject to a number of conditions including the receipt of approval of the Court, regulatory, TSX and CSE approvals. Pursuant to TSX and CSE rules, the Transaction must also be approved by Numinus' shareholders and at least 66 2/3% of Novamind's shareholders. Transaction is also subject to Novamind shall have obtained and delivered to Numinus written resignations the directors of Novamind and Numinus Shares to be issued to Novamind Securityholders in connection with the Arrangement shall have been approved for listing on the TSX, subject only to satisfaction of the customary listing conditions of the TSX. Shareholders of each of Numinus and Novamind will hold respective special meeting in early June 2022 to approve the transaction. The arrangement has been unanimously approved by the boards of directors of both Numinus and Novamind. Directors and officers of Novamind holding in aggregate 31% of the outstanding Novamind Shares, have entered into customary voting and support agreements to, amongst other things, vote in favour of the arrangement at the special meeting of Novamind shareholders to be held to consider the transaction. On May 6, 2022, the Supreme Court of British Columbia granted Novamind an interim order regarding the transaction, as required under the Canada Business Corporations Act. Following anticipated shareholder approvals, the Transaction is expected to close in June 2022. On June 8, 2022, Novamind shareholders have approved the transaction. On June 10, The Arrangement was approved by the Supreme Court of British Columbia. Outside Date of the transaction is July 31, 2022. As of June 8, 2022, the transaction is expected to be completed on or about June 10, 202The Transaction is expected to be immediately accretive to Numinus' revenue and gross profit.

Eight Capital is acting as financial advisor to Numinus' board of directors. Clarus Securities has provided a fairness opinion to Novamind's board of directors and a special committee of independent directors of the Novamind Board. Mark Neighbor of McMillan LLP is acting as legal counsel to Novamind. Rory Godinho of Cozen O'Connor LLP and Michael Reid of DLA Piper (Canada) LLP acted as legal advisors to Numinus. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent to Numinus. Laurel Hill is expected to receive a fee of approximately CAD 35,000 plus out-of-pocket expenses.