Definitive agreement includes the sale of U.S. wellness clinics and a partnership to launch a technology-driven clinic management solution for mental health care providers.

• Executed a definitive agreement with Stella for the sale of Numinus Wellness clinics for US$3.53 million
• Focusing on business units and product development (“Numinus Network”) to facilitate clinic efficiency and care reimbursement for mental health practitioners
• Stella will partner with Numinus to share operational data from its network of 12 mental health clinics, supporting the development of advanced clinic management solutions for mental health practices, including insurance reimbursement support
• Creates an asset-light business with a synergistic combination of clinical support, practitioner training and clinical research with a strengthened balance sheet

VANCOUVER, BC, Nov. 15, 2024 /PRNewswire/ – Numinus Wellness Inc. (“Numinus” or the “Company“) (TSX: NUMI) (OTCQX: NUMIF) (FSE: LR23), a mental healthcare company advancing traditional and innovative behavioral health treatments including safe, evidence-based psychedelic-assisted therapies, announces that it 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 (the “Agreement“) for US$3.53 million. The transaction is expected to close on or before November 30, 2024.

“This transaction marks an exciting new chapter in Numinus’ strategy to reshape behavioral health care,” said Payton Nyquvest, Founder and CEO 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 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’ clinics, we’re bringing additional life-changing treatments to the Utah community while simultaneously supporting Numinus’ efforts to create new, innovative solutions that can change the future of how clinics are run,” said Michael Gershenzon, Co-Founder and CEO of Stella. “This partnership demonstrates a continued dedication to championing progress in behavioral 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’ five clinics located in Utah for a total consideration of US$3.53 million:

• Total consideration of US$2.08 million paid at the closing of the transaction
• Consideration of US$750,000 paid over six equal monthly instalments in 2025
• Deferred compensation of up to US$0.7 million to be paid in 2025
• Stella will negotiate a partnership with Numinus, where Stella will provide ongoing access to operational data from its network of 12 mental health clinics

About Numinus

Numinus Wellness Inc. (TSX: NUMI) 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, we are leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

Learn more at www.numinus.com and follow us on LinkedIn, Facebook, and Instagram.

About Stella:

Stella is an interventional psychiatry practice dedicated to delivering the most effective mental health protocols for severe trauma, stress, anxiety, depression, and post-traumatic stress injury (PTSI). With a team of board-certified physicians, advanced psychiatric nurse practitioners, psychologists, psychiatrists and advocates, Stella combines biology, psychology, and psychiatry to address the complex needs of patients. Stella Center has 20+ locations across the United States and internationally in Israel and Australia and has treated over 10,000 patients. Learn more at www.stellacenter.com and follow us on LinkedIn, TikTok, YouTube and Instagram.

Forward-looking statements

Statements and other information contained in this press release about anticipated future events constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend” and statements that an event “may”, “will”, “should”, “could” or “might” occur or other similar expressions. Forward-looking statements are subject to risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements, including challenges and uncertainties inherent in the parties’ ability to close the transaction and the ability to realize the benefits, if any, from the transaction, and other risks that are set forth in our annual information form dated November 29, 2023, and available on SEDAR at www.sedarplus.ca. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Numinus does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.

SOURCE Numinus Wellness Inc.