Mr. Michael Tan reports
NUMINUS WELLNESS ANNOUNCES CEASE TRADE ORDER AND PROVIDES CORPORATE UPDATE
Numinus Wellness Inc.'s principal regulator, the British Columbia Securities Commission (BCSC), has issued a failure-to-file cease trade order (FFCTO), in accordance with Multilateral Instrument 11-103 -- Failure-to-File Cease Trade Orders in Multiple Jurisdictions. The Toronto Stock Exchange (TSX) has suspended trading in the company's securities due to the FFCTO.
The FFCTO was issued as a result of the company's delay in filing its audited annual financial statements, the accompanying management's discussion and analysis (MD&A), and the annual information form for the fiscal year ended Aug. 31, 2024, which were due on Nov. 29, 2024, as well as the company's interim financial statements and accompanying MD&A for the period ended Nov. 30, 2024, in accordance with Canadian securities laws.
Despite the FFCTO, a beneficial holder of a security of the company who is not, and was not as of the date of the CTO, an insider or control person of the company may sell securities of the company acquired before the date of the FFCTO if: (i) the sale is made through a "foreign organized regulated market," as defined in Section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada, in accordance with applicable securities legislation. Holders of the company's securities are urged to consult with their own investment advisers or legal counsel about the implications of the FFCTO.
The delay in annual and interim filings results from complexities arising from the company's sale of its United States wellness clinics. The company regrets this delay in filing and the inconvenience to shareholders. The audit is well under way, and the annual filings and subsequent interim filings will be filed as soon as possible. The FFCTO will remain in place until such time as the annual and interim filings and all continuous disclosure requirements have been filed and the company receives an order from the BCSC revoking the FFCTO. The company will make further announcements regarding the status of the annual and interim filings and the FFCTO as and when appropriate.
"We continue to be active in conducting clinical trials at Cedar Clinical Research and serving learners in our practitioner training businesses," said Michael Tan, chief executive officer of the company. "We look forward to resolving our regulatory delays and moving forward with our growth strategy."
About Numinus Wellness Inc.
Numinus Wellness helps people to heal and be well through the development and delivery of innovative mental-health care and access to safe, evidence-based, psychedelic-assisted therapies. The Numinus model -- technology-driven clinic support, clinical trial research and comprehensive practitioner training -- is at the forefront of a transformation aimed at healing rather than managing symptoms of depression, anxiety, trauma, pain and substance use. Numinus is leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.
We seek Safe Harbor.
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