Numinus Wellness Announces National Expansion with acquisition of Mindspace Wellbeing

VANCOUVER (December 15, 2020) – Numinus Wellness Inc. (“Numinus” or “Company”) (TSXV: NUMI),a company aimed at creating an ecosystem of health solutions that develops and supports a safe, accessible and evidence-based use of psychedelic-assisted psychotherapies (PAP), is pleased to announce the acquisition of Montreal-based Mindspace Psychology Services Inc.(doing business under the name of Mindbeing, Mind wellbeing) This agreement will bring together the expertise of two leading Canadian organizations to develop and generalize psychoedlic-assisted psychotherapy services, based on conclusive evidence, to provide patients with the highest quality results.

“The addition of Mindspace to the Numinus team will allow for strong synergies between the two companies,” says Dr. Devon Christie, Numinus Medical Director and THERAPIST trained by MAPS[1] for the delivery of MDMA-assisted psychotherapies. The two companies have similar values and complementary assets, making them a strong cultural fit. We are also proud to increase our presence at the national level with this announcement.”

“Joining the Numinus team is a natural choice,” says Dr. Joe Flanders, Founder and Managing Partner of Mindspace. This is a great opportunity for us to work closely with a partner who shares our vision and values. We are impressed by the depth and rigour of Numinus’ clinical team and their genuine commitment to finding meaningful, accessible and sustainable solutions to the mental health challenges we collectively face.”

“We are very excited to place the Mindspace brand under The aegis of Numinus,” said Payton Nyquvest, CEO of Numinus. This grouping is in line with the mission we have set ourselves and allows us to carry out our prospectus. This is an important first step in our global plan to develop income-generating clinics and virtual therapy solutions aimed at health and well-being for all. Today’s announcement sets a positive trajectory to make psychedelic-assisted psychotherapy more accessible to those in need. »

This acquisition not only adds a Montreal presence to Numinus, located in Vancouver, through three established sites and extensive virtual services, but also provides the knowledge and expertise gained during a decade of successful management of clinics in direct contact with clients. The clinic family has generated an average of 25 percent year-over-year growth over the past five years, including $1.7 million in revenue generated over the past 12 months. They are expected to increase with the new ketamine-assisted therapy program. Mindspace will operate under the brand name “Mindspace by Numinus” under the direction of the founder, Dr. Flanders. Mindspace’s wellness and mindfulness programs for businesses are not included in this agreement and Mindspace will continue to offer its services under another brand that will be announced soon.

About Psychedelic Assisted Psychotherapy

Psychedelic-assisted psychotherapy (PAP) is gaining ground in the medical community and the general public, as research results demonstrate its effectiveness for a range of mental health conditions. North American regulators have granted exceptions to speed up their implementation,and entire communities are voting in favour of its decriminalization and medical use. Last week, as part of a global regulatory change, Health Canada announced its intention to make MDMA and psilocybin therapy available through the Special Access Program (PAS)after 60 days of public consultation.

Numinus is an industry leader, being the first public company in Canada to be licensed to produce and extract psilocybin from fungi, the first to harvest psilocybic mushrooms legally using this license, and the holder of a distributor license from Health Canada to import, export, possess, test and distribute MDMA , psilocybin, psilocin, DMT and mescaline.

The acquisition of Mindspace builds on Numinus’ recently announced plans to launch an open clinical trial for humanitarian access to psilocybin-assisted psychotherapy for substance use disorders and its partnership with the Multidisciplinary Association of Psychedelic Studies (MAPS),a leading psychedelic research and education organization, to begin a similar trial of MDMA-assisted psychotherapy for PTSD (post-traumatic stress disorder). In line with Numinus’ objectives set out in the prospectus filed in September 2020,the Company’s Vancouver clinic is being renovated to administer trials that will allow Numinus to develop an infrastructure around MDMA-assisted psychotherapy, train its therapists and implement, test and refine optimal delivery protocols before these therapies are even widely available. These trials, which will provide health and safety data to Health Canada, prepare the Company to provide fully regulated psychedelic-assisted psychotherapies that translate best practices from research into publicly available treatments. With the addition of Mindspace, Numinus will be in a unique position to deliver MDMA and psilocybin-assisted psychotherapies to patients as part of the revision and expansion of the PAS, as well as based on its extensive work on the development of protocols for psychedelic-assisted psychotherapies and its multiple locations.

About Dr. Joe Flanders

The founder and director of Mindspace, “Dr. Joe” Flanders, received his Ph.D. in clinical psychology from McGill University and completed a postdoctoral fellowship at the University of Wisconsin-Madison. He also works as a psychologist and trains psychotherapists and mindfulness teachers through his position as assistant professor (professional) in the Department of Psychology at McGill University. Dr. Flanders frequently appears in the media as a mental health expert and hosts the Mindspace podcast,which has more than 4,000 subscribers.

Terms of the agreement:

Numinus will pay the following consideration to complete the Transaction:

I. $500,000 in cash at the close of the Transaction

II. A time-based payment of 441,176 Numinus common shares issued over a 24-month period

III. $100,000 in Numinus Shares per year, issued at market price, on each of the first three (3) anniversaries of the Closing Date

IV. A multi-year yield payment of $800,000 in Numinus shares, issued at market price

The closing of the Transaction is subject to a number of conditions, including approval of the TSX Venture Exchange, and is expected to be completed by December 31, 2020.

###

On behalf of the Board of Directors of Numinus Wellness Inc.

Payton Nyquvest

Chairman, CEO and Chairman of the Board of Directors

About Numinus

Numinus Wellness Inc. (TSXV: NUMI) is a company dedicated to creating an ecosystem of health solutions that develops and supports a safe, accessible and evidence-based use of psychedelic-assisted psychotherapies to help people heal and feel good.

Numinus Health is dedicated to delivering innovative treatments that can treat physical, mental and emotional health through virtual clinics and services.

Numinus research and development conducts scientific implementation work and leverages partnerships to test and refine optimal models for the delivery of psychedelic-assisted psychotherapy, paving the way for approved routine use in mental health and wellness care.

Numinus Bioscience focuses on the development of effective test methods and formulas for an ever-changing psychedelic space. Health Canada’s licensing, scientific expertise and new technologies facilitate continuous innovation. High-capacity contract services generate established revenues.

Learn more about numinus.ca,and follow us on Facebook, Twitter and Instagram.

About Mindspace Wellbeing

Founded in 2011, Mindspace Wellbeing is a comprehensive wellness organization based in Montreal that began as a leading psychology clinic with a focus on evidence-based approaches to mental health. Mindspace prides itself exclusively on PhD psychotherapists and focuses on evidence-based approaches to mental health.

In 2019, Mindspace launched its psychedelic harm reduction and integration program, pioneering training, the first of its kind in Canada, for clinicians who help their clients work safely with psychedelics. In 2020, the company expanded its offer of psychedelics to administer ketamine-assisted psychotherapy for treatment-resistant depressions.

Mindspace has three sites in Montreal that support more than 1,400 customers through in-person and virtual services. Mindspace also broadcasts a podcast with more than 4,000 subscribers.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of the term in applicable security laws. All statements that are not historical facts, including but not limited to statements on future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are a “forward-looking statement.” Forward-looking statements may be identified by the use of terms such as ‘plan’, ‘expect” or ‘do not expect”, “is expected,” “estimates,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of these words and phrases or by statements that certain actions, events or results “may” or “could” “would” or “would” or “will be” taken/taken These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from the future results, events or developments expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, dependence on obtaining and maintaining regulatory approvals, including the acquisition and renewal of federal, provincial, municipal, and any inability to obtain all necessary government authorizations; licenses and permits to operate and expand the Company’s facilities; regulatory or political changes such as changes to applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the medical and adult marijuana industry, bureaucratic delays or inefficiencies or any other reason; any other factor or development that could impede market growth; the Company’s limited operating history and lack of historical benefits; dependence on management; the Company’s need for additional financing , and the effect of capital market conditions and other factors on capital availability; competition, including that of more established or better-funded competitors; and the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers. These factors must be carefully considered and readers are cautioned against excessive confidence in these forward-looking statements. While the Company has attempted to identify significant risk factors that could cause actual actions, events or results to differ materially from those described in the forward-looking information, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or anticipated. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events may differ materially from those anticipated in the forward-looking statements. The Company is under no obligation to update forward-looking statements, even if new information becomes available as a result of future events, new information or otherwise, except as required by law.

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