Mr. Payton Nyquvest reports

NUMINUS WELLNESS INC. CLOSES $6 MILLION BOUGHT DEAL PUBLIC OFFERING

Numinus Wellness Inc. has closed its previously announced bought deal public offering of 50 million units at a price of 12 cents per unit for aggregate gross proceeds to Numinus of $6-million.

Each unit consists of one common share in the capital of Numinus and one common share purchase warrant of Numinus. Each warrant is exercisable to acquire one common share for a period of 24 months from closing of the offering at an exercise price of 18 cents per common share.

"Numinus is at an important stage. As the new drug application for MDMA was recently accepted by the United States Food and Drug Administration, our clinical research team is continuing to work with exciting new drugs and treatments and our training platform is helping to address the critical need for practitioners to provide psychedelic-assisted therapy," said Payton Nyquvest, Numinus's founder and chief executive officer. "This financing provides us the resources to act on opportunities and demonstrates support for our work in the markets. This, along with Dr. Rick Doblin, the founder and president of the Multidisciplinary Association for Psychedelic Studies, joining us as an unpaid, non-exclusive strategic adviser, bolsters our efforts to provide much-needed transformative care."

Dr. Doblin stated: "Numinus is making important strides in the mental health field with its strategic focus and thoughtful positioning. Their approach, particularly through the proposed clinical trial for experiential training, is well designed to equip therapists with the depth of understanding needed to effectively support individuals dealing with trauma."

Dane Stevens, co-founder of Optimi Health Corp., a holder of a Health Canada dealers licence, which participated in the offering and is committed to support Numinus's future initiatives, said: "We are proud to support Numinus in their strategic endeavours to ultimately expanding access to psychedelic assisted therapy. Supporting the work they are doing in their industry-leading clinics and their training efforts is an important step towards ensuring access."

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

The units were sold pursuant to an underwriting agreement dated Feb. 5, 2024, among Numinus, Eight Capital and Stifel Nicolaus Canada Inc., as co-lead underwriters and co-bookrunners on behalf of a syndicate of underwriters, and Haywood Securities Inc.

Pursuant to the underwriting agreement, Numinus granted the underwriters an option to purchase up to 15 per cent in additional units at the offering price per unit, exercisable at any time, for a period of 30 days after the closing of the offering, which would result in additional proceeds of up to $900,000 if the overallotment option is exercised in full. The overallotment option is exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of the underwriters.

The offering was completed pursuant to a prospectus supplement dated Feb. 5, 2024, to Numinus's short form base shelf prospectus dated June 27, 2023, in all of the provinces of Canada, other than Quebec, and offered in the United States to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended, and in those other jurisdictions outside Canada and the United States pursuant to exemptions from prospectus and registration requirements.

Certain directors and officers of Numinus purchased an aggregate of 1,708,333 units pursuant to the offering. Participation by the insiders in the offering was considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Numinus was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the insiders exceeded 25 per cent of Numinus's market capitalization. Numinus did not file a material change report 21 days prior to closing of the offering, as the insiders' participation had not been confirmed at that time and Numinus wished to close the transaction as soon as practicable for sound business reasons.

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.