Mr. Craig MacPhail reports
NUMINUS WELLNESS ADVISES OF A CHANGE OF AUDITOR
Numinus Wellness Inc. is advising of a change of its auditor. The company's previous auditor, Horizon Assurance LLP, no longer serves as the company's auditor, with PKF Antares Professional Corp. having confirming its appointment as auditor.
On or about Jan. 11, 2026, Numinus was verbally advised by one of the partners of Horizon that Horizon would be resigning as auditor. A written resignation was never provided by Horizon to Numinus. Between that date and early February, 2026, management of Numinus continued its efforts in working with Horizon to help advance the audit. However, as management of Numinus determined that Horizon's work on the audit of the Aug. 31, 2025, financial statements appeared to have ceased, Numinus pursued arrangements to engage another auditor for the company.
With PKF having advised that it would agree to be appointed auditor of Numinus effective Feb. 17, 2026, Numinus then provided Horizon and PKF with the notice required under Section 4.11(7) of National Instrument 51-102, setting out its position that effective Feb. 17, 2026, Horizon had resigned of its own initiative and PKF was appointment as auditor.
Numinus acknowledges the unresolved issues, and the facts and circumstances leading up to Horizon's resignation but disagrees with Horizon's characterization of the disagreements and unresolved issues. Numinus was acting in good faith to cooperate with Horizon until the time of Horizon's resignation. The company accepts that Horizon was unable to form an opinion on the company's financial statements as no audit was completed and no financial statement comments were provided during the engagement.
Numinus confirms that the change of independent auditor for the company has been considered and approved by its audit committee and its board of directors.
Numinus also confirms that at the time of Horizon's resignation, Horizon had not completed the audit of the company's financial statements for which it had been engaged and had not issued any opinions of the company's financial statements.
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 training -- 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.
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