Shareholders of each of Numinus and Novamind will hold respective special meeting in early June 2022 to approve the transaction. 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. 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. Completion of the Transaction is subject to a number of conditions including the receipt of approval of the Court, regulatory, TSX and CSE approvals. Numinus’ executive team and board will remain in place, with Numinus being led by CEO Payton Nyquvest. In case of termination by either parties, CAD 1 million of termination fee will paid by the party terminating the agreement. Novamind Shares to be de-listed from the CSE with effect promptly following the acquisition. Upon closing of the transaction, all Novamind operations will transition to Numinus branding. After giving effect to the Transaction, Novamind Shareholders will hold ~18% ownership in the proforma company. 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. (OTCPK:NVMD.F) for CAD 21.6 million on April 11, 2022. (TSX:NUMI) entered into a definitive agreement to acquire Novamind Inc. (TSX:NUMI) completed the acquisition of Novamind Inc.
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