Mr. Craig MacPhail reports

NUMINUS WELLNESS ANNOUNCES SALE OF CLINICS AND UNIQUE DATA PARTNERSHIP TO INCREASE ACCESS TO MENTAL HEALTH CARE

Numinus Wellness Inc. has executed a definitive agreement with Stella, an interventional psychiatry practice focused on treating PTSD, anxiety and depression with biological modalities, for the sale of the company's five wellness clinics in Utah for $3.53-million (U.S.). The transaction is expected to close on or before Nov. 30, 2024.

"This transaction marks an exciting new chapter in Numinus' strategy to reshape behavioural health care," said Payton Nyquvest, founder and chief executive officer of Numinus. "Leveraging our deep expertise in patient care, where we served about 50,000 unique individuals, over 200,000 appointments and about 250,000 insurance-reimbursed claims, we're now accelerating our mission by focusing on cutting-edge technology solutions. Through our partnership with Stella, we gain unprecedented access to operational data that will enable us to develop a SaaS [software as a service] solution to redefine how clinics operate, from improving patient outcomes to optimizing efficiencies and reimbursement processes.

With Cedar Clinical Research continuing to lead the field in clinical trial research and our practitioner training programs offering world-class instruction, Numinus is positioned to support mental health providers worldwide. Together, we're building a future where innovative technology and compassionate care combine to transform mental health on a global scale."

"With Stella taking over operations across Numinus's clinics, we're bringing additional life-changing treatments to the Utah community while simultaneously supporting Numinus's efforts to create new, innovative solutions that can change the future of how clinics are run," said Michael Gershenzon, co-founder and chief executive officer of Stella. "This partnership demonstrates a continued dedication to championing progress in behavioural health by creating better systems and processes that ultimately impact what matters most: better patient outcomes.

"Stella will bolster our clinical solutions offering as we leverage their deep clinical expertise and patient care experience," added Mr. Nyquvest. "With ketamine and Spravato emerging as key treatments for depression and associated mental health conditions, we aim to ease the operational burdens healthcare professionals face as they are challenged to meet the growing requests for care. We expect strong demand for Numinus Network Solutions."

Details of the agreement

Stella MSO LLC will acquire Numinus Wellness's five clinics located in Utah for a total consideration of $3.53-million (U.S.):

• Total consideration of $2.08-million (U.S.) paid at the closing of the transaction;
• Consideration of $750,000 (U.S.) paid over six equal monthly instalments in 2025;
• Deferred compensation of up to $700,000 (U.S.) to be paid in 2025;
• Stella will negotiate a partnership with Numinus, where Stella will provide continuing access to operational data from its network of 12 mental health clinics.

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.

We seek Safe Harbor.