Mr. Payton Nyquvest reports

NUMINUS WELLNESS PROVIDES CORPORATE UPDATE

Numinus Wellness Inc. has provided an update following unauthorized disclosure in an on-line newspaper that has come to its attention.

As previously announced on Jan. 15, 2024, Numinus has conducted a strategic review process, working with Stifel Nicolaus Canada Inc. as its sole financial and strategic adviser. The strategic review is now completed, and Numinus has decided to explore opportunities to redefine, divest and/or discontinue its Canadian clinical operations (the Canadian reorganization).

As part of the strategic review, Numinus has determined to focus on growth opportunities in the United States while shifting to a resource-efficient, capital-light model to continue to support Canadian organizations and the therapists and health care professionals practicing in this mental health treatment sphere. This is consistent with the company's continuing efforts to maximize shareholder returns based on its current financial and management resources.

"We believe this decision will support our goal of profitability from our remaining operations and our focus on the significant opportunities available in the U.S. with MDMA at the new drug application stage; with the FDA [U.S. Food and Drug Administration] and several novel drug therapies at late clinical trial stages, we expect that the U.S. will be first to introduce breakthrough therapies in patient care," said Payton Nyquvest, Numinus founder and chief executive officer. "It's important to note that our U.S. operations generated 88 per cent of our revenue in fiscal 2023, with our U.S. wellness clinics having an optimized business model with full-time practitioners and near-term profitable EBITDA."

The Canadian reorganization is a strategic shift for Numinus and will allow it to focus on its clinical operations in the United States. Numinus has entered into a non-binding letter of intent with Canadian Centre for Psychedelic Healing (CCPH) with respect to a component of the Canadian reorganization and is actively working to settle definitive terms. CCPH currently operates seven clinics across Canada under the Field Trip brand, each of which offers psychedelic-assisted therapy.

Numinus affirms that any decision by management to complete the Canadian reorganization will take into account the needs of Numinus patients and employees as well as maximizing benefits of Numinus's stakeholders. Numinus will provide a further update when information is available.

To continue to support health care professionals and reinforce its commitment to advancing novel psychedelic-assisted therapies in Canada, Numinus is introducing a pilot membership program under its Numinus Network initiative. This program would allow therapists and health care professionals to retain access to the latest Numinus therapeutic protocols, including ketamine and psychedelic-assisted therapies. Participants would benefit from continuing support, including supervisory and mentorship engagements with Numinus medical and clinical leaders and certified training programs. This initiative also aims to foster a community of practice and support for psychedelic practitioners in Canada and elsewhere.

No assurances can be provided if an agreement will be reached or if the Canadian reorganization will occur. Such decision is subject to further review of the company and receipt of the relevant approvals of stakeholders, the Toronto Stock Exchange and other third parties.

Annual general meeting of shareholders

The company's annual general meeting of shareholders will take place on May 31, 2024, at 9 a.m. Pacific Time.

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. At Numinus, the company is leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

We seek Safe Harbor.