Mr. Payton Nyquvest reports

NUMINUS WELLNESS CLOSES SALE OF CLINICS AND LAUNCHES INITIATIVE TO INCREASE ACCESS TO MENTAL HEALTH CARE

Numinus Wellness Inc. has closed the previously announced definitive agreement with Stella MSO LLC, an interventional psychiatry practice focused on treating PTSD (posttraumatic stress disorder), anxiety and depression with biological modalities, of the sale of the company's five wellness clinics in Utah for $3.53-million (U.S.).

"Stella and Numinus are very much aligned in terms of standards of care and a focus on optimized patient outcomes," said Michael Gershenzon, co-founder and chief executive officer of Stella. "Numinus patients can look forward to the same high levels of service that the clinics are known for and an expanded offering of behavioural care. We also look forward to working with Numinus to improve clinical mental health care nationwide."

"With this transaction, Numinus is repositioning to leverage its expertise in patient care, clinic management, relationships with insurers and, now, significant access to operational data to assist clinical providers with the challenge to meet the demand of the growing number of patients seeking treatment," said Payton Nyquvest, founder and chief executive officer of Numinus.

Numinus is developing an AI-based (artificial intelligence) SaaS (software-as-a-service) solution leveraging its deep patient care expertise. This includes serving about 50,000 unique individuals, over 200,000 appointments and generating about 250,000 insurance-reimbursed claims. The solution will redefine clinic operations, from improving patient outcomes to optimizing efficiencies and reimbursement processes. The company estimates a target market of over 200,000 mental health care providers in the United States.

This new asset-light offering complements the company's Cedar Clinical Research and practitioner training businesses. Cedar Clinical Research is the research partner of choice for leading drug development companies, including traditional pharmaceutical companies, research organizations and psychedelic drug development companies. Year to date, Cedar Clinical has facilitated 24 clinical trials with almost 1,100 patients, accompanied by strong revenue growth. Numinus's practitioner training program leverages the company's clinic-based treatment and clinical research expertise to offer a comprehensive training program. Major regulatory bodies accredit the program; since May, 2024, it has attracted almost 2,000 learners from 18 countries.

"Getting to this point in our development would not have been possible without the skilled and caring therapists, medical professionals and clinic staff who have helped guide hundreds of patients on their mental health journey," added Mr. Nyquvest. "With our new offering, we look forward to helping practitioners across the U.S. meet the growing demand and improve patient care."

Details of the agreement:

• Stella acquired Numinus Wellness's five U.S. clinics for a total consideration of $3.53-million (U.S.):
• Total consideration of $2.08-million (U.S.) paid at closing;
• Consideration of $750,000 (U.S.) paid over six equal monthly instalments in 2025;
• Earn-out compensation of up to $700,000 (U.S.) to be paid in 2025;
• Stella is in the process of finalizing a partnership with Numinus, where Stella will provide operational data from its network of 12 mental health clinics.

About Numinus Wellness Inc.

Numinus 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. 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.