Mr. Payton Nyquvest reports

NUMINUS WELLNESS INC. ANNOUNCES $6 MILLION BOUGHT DEAL PUBLIC OFFERING WITH LEADS ORDERS FROM MAPS AND INTEGRATED V.C.

Numinus Wellness Inc. has entered into an agreement with Eight Capital under which Eight Capital, on behalf of a syndicate of underwriters, including Stifel GMP as co-lead underwriter and joint bookrunner, has agreed to purchase, on a bought deal basis (subject to the terms of the engagement agreement), an aggregate of 50 million units at a price of 12 cents per unit for aggregate gross proceeds to the company of $6-million. The offering will be made pursuant to the filing of a prospectus supplement to the company's short form base shelf prospectus dated June 27, 2023.

In connection with the offering, Numinus has secured a lead order from Integrated V.C., a venture fund partnering with value-aligned companies and entrepreneurs that are transforming the health and well-being of communities around the globe, and additional participation by the Multidisciplinary Association for Psychedelic Studies (MAPS), a non-profit organization specializing in research and education so people can benefit from the careful use of psychedelics and marijuana for mental health, well-being and connection.

"As we continue to build out our comprehensive offering to address the pressing challenges of mental health in our communities, this financing provides important resources to help us achieve our goals," said Payton Nyquvest, Numinus founder and chief executive officer. "The participation of seasoned health care investors and a leading mental health research organization focused on psychedelics is a validation of the work we are doing and our cost containment success."

"In light of the global renaissance in psychedelic drug development research, MAPS is enthused to support Numinus with their clinical work and the crucial training of therapists, including experiential training where therapists volunteer to receive psychedelics themselves in a therapeutic setting as part of a clinical trial. For more than half a century, therapists have expressed a desire to have the opportunity for their own psychedelic experiences as part of their training to feel better prepared to use these medicines to treat their patients. Given the potential demand for novel psychedelic-assisted therapy treatments, there will be a critical need for trained professionals to administer care. We see Numinus as playing a critical role in ensuring that therapists have the option to volunteer for experiential training to become fully trained on the latest medicines and their therapeutic methodologies," said Dr. Rick Doblin, PhD, the founder and president of MAPS.

Each unit shall consist of one common share and one common share purchase warrant of the company. 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 18 cents per share.

The company has granted Eight Capital an option (the overallotment option) to purchase up 15 per cent in additional 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 $900,000. The overallotment option is exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of Eight Capital.

The units will be offered by way of a prospectus supplement to the company's short form base shelf prospectus dated June 27, 2023, such supplement 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, 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 or about Feb. 7, 2024, 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 Toronto Stock Exchange.

Numinus intends to use the proceeds of the offering for working capital and general corporate purposes.

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 -- including psychedelic research and clinic care -- is at the forefront of a transformation aimed at healing rather than managing symptoms for 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.