Numinus Wellness, Inc.

VANCOUVER, BC, Aug. 12, 2024 /PRNewswire/ - Numinus Wellness Inc. ("Numinus" or the "Company") (TSX: NUMI) (OTCQX: NUMIF), a leader in mental health care specializing in innovative and evidence-based treatments, comments on the U.S. Food and Drug Administration's ("FDA") decision to not approve Lykos Therapeutics' new drug application for MDMA (midomafetamine capsules) used in combination with psychological intervention for individuals with post-traumatic stress disorder ("PTSD"). According to a news release issued by Lykos Therapeutics, the FDA has requested that an additional Phase 3 study be conducted to study the safety and efficacy of MDMA further. "While this is a blow to all the incredibly positive and encouraging work that has been done to advance safe access to psychedelic therapy, which MAPS and Lykos have led the charge for, we remain unwavering and committed to doing all we can to make these important therapies available for all those suffering who need it most," said Payton Nyquvest, Numinus Founder and CEO. "We're confident that further study will continue to show the efficacy of MDMA, and with many psychedelic compounds at the late stages of research, the pipeline of treatments to address severe conditions remains strong." "For Numinus, we will continue to execute on our previously announced plan to achieve profitability with our existing operations, which were and continue not to be dependent on the commercialization of new therapies," Mr. Nyquvest added. Spravato® (esketamine) and ketamine continue to be available to practitioners to treat mental health conditions, and Numinus Wellness clinics have delivered over 43,600 such treatments to patients. The clinics have built an optimized business model with best-in-class patient care, including a call center and expertise in reimbursed billing. The company is working to leverage its leadership into an offering available to mental health professionals across the U.S. Through Cedar Clinical Research, Numinus has conducted clinical research involving four psychedelic medicines administered through different modalities involving over 50 subjects over the past 2.5 years. At the same time, its comprehensive practitioner training program prepares the Numinus team and trainees to treat patients across multiple medications and modalities, including ketamine and MDMA. "The FDA decision demonstrates the high level of scrutiny that psychedelic compounds receive and the continuing requirement for comprehensive, rigorous research as some of these investigational products move through late-stage clinical trials," said Dr. Paul Theilking, Numinus Chief Science and Medical Officer. "We're proud of our clinical trials work with major psychedelic drug developers and will continue to be a committed research partner as more compounds are advanced." Letter of intent with MedBright AI Numinus also announces that it has terminated the letter of intent previously announced on June 20, 2024, to acquire MedBright AI Investments Inc. 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 – including psychedelic research and clinic care – 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 and follow us on LinkedIn, Facebook, 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 the results of further research into MDMA, if any, the FDA and other regulators' decisions in respect of MDMA and other psychedelic medications, restrictions that may be placed on the use of psychedelic compounds by regulatory authorities; safety and efficacy of psychedelic-assisted therapy; acceptance, uptake and commercialization of psychedelic-assisted therapy, if any; dependence on obtaining regulatory approvals, and other risks that are set forth in our annual information form dated November 29, 2023, and available on SEDAR at . 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.

Q3 Fiscal 2024 Highlights Revenue of $4.3 million, a 1.9% decline over Q2 2024 Gross profit of $1.0 million, a 9.8% decline over Q2 2024 Cash position of $3.7 million as of May 31, 2024 Transitioned out of Canadian clinical operations through an agreement with the Canadian Centre for Psychedelic Healing ("Field Trip Health") Enrolment in Numinus training programs increased to over 1,650 learners, compared to over 1,400 in Q2 2024, with learners joining from 18 countries Managed 15 clinical trials at Cedar Clinical Research Provided 15,750 client appointments in U.S. Numinus Wellness Clinics; this represents a 3.2% increase from the prior year Subsequent to Quarter End On June 20, 2024, the Company announced that it had executed a letter of intent ("LOI") to acquire MedBright AI Investments Inc. ("MedBright") by way of a statutory plan of arrangement. Under the terms of the LOI, the Company will issue 1.86 common shares of Numinus for each MedBright share, making up an aggregate of approximately 204,729,372 of the Company's shares. All financial results are reported in Canadian dollars unless otherwise stated. VANCOUVER, BC, July 11, 2024 /PRNewswire/ - Numinus Wellness Inc. (" Numinus" or the " Company") (TSX: NUMI) (OTCQX: NUMIF), a mental health care company advancing traditional and innovative behavioral health treatments with a focus on safe, evidence-based psychedelic-assisted therapies, today announced its financial results for the three months ended May 31, 2024 (" Q3 2024"). "In the third quarter of 2024, we continued to make progress on our program to transition Numinus to an operationally lean company prepared to benefit from the anticipated growth in psychedelic therapy. Key to the program is achieving profitability with our existing operations and leveraging our significant experience and expertise to opportunities in the broad market," said Payton Nyquvest, Numinus Founder and CEO. "In April, we transitioned out of our Canadian clinical operations through an agreement with the Canadian Centre for Psychedelic Healing while maintaining a connection with our Canadian therapists through our newly launched Numinus Network. This has allowed us to focus on optimizing our U.S. clinics and the significant opportunities with several novel drug therapies in late clinical trial stages. In Q3 2024, we maintained a cash burn rate of less than $1 million per month." "Our proposed acquisition of MedBright AI further amplifies our opportunities by leveraging our experience and expertise in clinical care and insurance reimbursement into a licensed offering available to mental health clinics, therapists and practitioners across the U.S.," added Mr. Nyquvest. Revenue from continuing operations The Company's consolidated revenues decreased by 1.9% quarter over quarter compared to Q2 2024 as a result of a decrease in outpatient services revenue of approximately $100,000 due to the wind-down of the Arizona clinics. Revenues in the Company's US Clinic Network during Q3 2024 decreased by 7% from $3.6 million during Q2 2024 to $3.4 million because of a decrease in outpatient service revenue. Revenues from Clinical Research operations during Q3 2024 increased by 10.7% from $0.7 million during Q2 2024 to $0.8 million. The increase in revenue resulted from psychedelic clinical trials with additional patient appointments. Revenues from Practitioner Training during Q3 2024 increased by 114% from $78,837 during Q2 2024 to $168,830. The increase in revenue resulted from revenue-generating efforts related to new training programs. Gross Margin Sequentially, gross margin declined 200 basis points in Q3 2024 to 22.0% from 24.0% in Q2 2024. Operating expenditures Operating expenditures and other items were $6.1 million in Q3 2024, compared to $7.3 million in the previous quarter. The decrease is a result of the Company's cost-cutting initiatives, including reduced legal, consulting and marketing expenses and reflects the Company's shift in operational focus to a more asset-light model. Operational Highlights Numinus Wellness Clinic Network Numinus Wellness clinics generated revenue of $3.36 million during Q3 2024, a 7% decrease compared to $3.6 million during Q2 2024, and a decrease of 18% compared to $4.1 million during Q3 2023. The decrease in clinic network revenues during Q3 2024 is due to a decrease in outpatient service revenues. 15,750 clinical appointments in Q3 2024, compared to 14,841 in Q2 2024 48,945 clinical appointments year to date in 2024, compared to 47,810 in 2023 Average of 250.0 appointments per operating day in Q3 2024, compared to 251.54 in Q2 2024 6.7% of appointments during Q3 2024 were made by new clients 23.0% of appointments during Q3 2024 were KAT or Ketamine/Spravato medicine-related 6.3% of appointments during Q3 2024 were for TMS services On May 7, 2024, the Company announced as part of its strategic plan, Numinus has entered into an agreement with the Canadian Centre for Psychedelic Healing ("Field Trip Health"), which provides psychedelic-assisted therapy in five Canadian clinics under the Field Trip Health brand. Therapists in Canada who are contracted with Numinus will have the option to transition to Field Trip Health. Through the arrangement, the Company will earn a portion of the revenue generated from the referral of patients of its existing Canadian business to Field Trip Health. Once the operation transfer is finished, Numinus clinics in Montreal, Toronto, and Vancouver will be closed. Numinus Clinical Research Revenues from Cedar Clinical Research ("CCR") during Q3 2024 were $0.8 million, an increase of 11% compared to Q2 2024, and a 20.0% decrease compared to Q3 2023. CCR managed 15 clinical trials, including 233 patient appointments in Q3 2024, compared to 15 clinical trials and 260 patient appointments in Q2 2024. On April 17, 2024, the Company announced that CCR was chosen as one of multiple sites for Cybin's Phase 3 pivotal, multinational clinical trial of CYB003 for the adjunctive treatment of Major Depressive Disorder ("MDD"). On May 20, 2024, the Company announced that Health Canada had approved its Clinical Trial Application to examine the feasibility of a group model in MDMA-assisted psychotherapy, enrolling trainee practitioners as participants. It is anticipated that the clinical trials will be conducted at a clinic in Vancouver, Canada. Practitioner Training The Company has built a fulsome certification program to train practitioners in ketamine, 3,4-Methyl enedioxy methamphetamine ("MDMA"), and psilocybin-assisted therapy ("Numinus Training Program") that leverages its expertise in clinic-based treatment and clinical research. The program is accredited by major regulatory bodies in Canada and the U.S. and is provided in a blended learning format to optimize adult learning. As of May 2024, over 1,650 learners have enrolled in Numinus Training Programs, with learners coming from 18 countries Became accredited as a psychedelic therapy training provider by the Oregon Health Authority Expanded its offering with the initiation of a contract with a leading research institution to train their research providers on evidence-based practices and protocols to support clients in specific psychedelic clinical trials Training revenue increased by 114.2% in Q3 2024 to $168,830, compared to $78,837 in Q2 2024 Corporate Updates On June 24, 2024, the Company announced that Donna Wong had resigned as a director from the Board of Numinus. Balance Sheet and Liquidity Numinus ended the quarter with a total cash balance of $3.7 million and working capital of $2.0 million. Q3 2024 Performance Metrics Numinus' unaudited condensed consolidated interim financial statements for the three months ended May 31, 2024, and related management's discussion and analysis are available on Numinus' Investor Relations website at and under the Company's profile on SEDAR+ at . These documents were prepared in accordance with IFRS. Proposed Transaction On June 20, 2024, the Company announced that it had executed a letter of intent to acquire MedBright AI Investments ((CSE: MBAI) by way of a statutory plan of arrangement ("Proposed Transaction"). The strategic combination of MedBright's AI machine-learning platform with Numinus' significant expertise in traditional therapy, clinic management, patient care, insurance reimbursement, and psychedelic-assisted treatment is expected to enhance revenue generation through a unique AI-enabled offering available to the growing number of U.S. mental health providers. Specifically, the AI Offering will leverage Numinus' industry-leading experience and data related to providing reimbursed care for drug-assisted therapy to allow therapists to address a key challenge in building out the infrastructure necessary to generate reimbursed revenue. To signify its new strategic direction and focus, the Company intends to rebrand as Numinus Intelligence upon closing, a name that reflects the commitment to leveraging AI and data science to expand mental health services and solutions across the U.S. The Company's ticker symbol of the Toronto Stock Exchange will remain NUMI. In preparation for the transaction, a transition team has been formed to reduce costs, preserve cash and work to increase revenues through the period before the Proposed Transaction is complete. Pursuant to the terms of the LOI, as consideration for the acquisition of all of the issued and outstanding common shares in the capital of MedBright AI ("MedBright AI Shares"), Numinus will issue 1.86 common shares of Numinus ("Numinus Shares") for each MedBright AI Share such that it is anticipated that Numinus will issue an aggregate of approximately 204,729,372 Numinus Shares, which will represent ownership of approximately 39% of the pro forma company on an undiluted basis, based on the current capitalization of Numinus and MedBright AI. The Proposed Transaction is subject to a number of conditions precedent, including, among other things, the negotiation and execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI. The LOI is binding with respect to exclusivity and non-binding in all other aspects and serves as an important step in advance of a definitive arrangement agreement. Conference Call and Webcast Details Interested parties are invited to participate in the Company's Q3 2024 results conference call and webcast occurring on July 11 at 5:30 p.m. Eastern time / 2:30 p.m. Pacific time. During the call, Numinus executives will review the Company's performance and recent initiatives and answer questions from analysts and previously provided investor questions. To listen to the live webcast, please register at: The webcast will also be archived on the Events and Presentations page of Numinus' Investor Relations website: . To participate in the live conference call, please use the following dial-in information: 1 (888) 330-3632 (Toll-free North America) 1 (646) 960-0837 (International) Please ask to participate in Numinus' Q3 2024 Results Call. To avoid any delays in joining the call, please dial in at least five minutes prior to the call start time. If prompted, please provide the conference passcode 3547386. About Numinus Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) 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 clinic care – is at the forefront of a transformation aimed at healing rather than managing symptoms for 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 and follow us on LinkedIn, Facebook, Twitter, and Instagram. Forward-looking statements This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs regarding future performance are "forward-looking statements". Forward-looking statements can be identified by the use of words such as "expects", "does not expect", "is expected", "believes", "intends", "anticipates", "does not anticipate", "believes" or variations of these words, expressions or statements, that certain actions, events or results "may", "could", "would", "might" or "will be" taken, will occur or will be realized. Such forward-looking statements involve risks, uncertainties and other known and unknown factors that could cause actual results, events or developments to differ materially from the results, events or developments expected and expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, ability of Numinus to maintain or increase earnings; ability of Numinus to achieve or maintain profitability; results of changes to operations from a financial or business perspective; the effect of cost containment measures on Numinus business and financial position; changes to cash burn rate, expenses, corporate programs or priorities, or unanticipated costs affecting cash runway or the pathway to positive cashflow or profitability, the effect of any transaction or other activity undertaken by the company in connection with the strategic review; interest in, uptake of and the ability to commercialize the Numinus Training; receipt of and/or continued approval of the clinical trial application by Health Canada for experiential opportunities for practitioners training to offer MDMA-assisted therapy; availability of subjects and trainers for experiential opportunities in practitioners training, if approved; dependence on obtaining and maintaining regulatory approvals, including the acquisition and renewal of federal, provincial, municipal, local or other licenses, and any inability to obtain all necessary government authorizations, licenses and permits to operate the Company's facilities; regulatory or policy changes such as changes in applicable laws and regulations, including federal, state and provincial legalization, if any, due to fluctuations in public opinion, industry perception of integrative mental health, including the use of psychedelic-assisted therapy, delays or inefficiencies or any other reason; any other factor or development likely to hamper the growth of the market; the Company's need for additional financing and the effects of financial market conditions and other factors on the availability of capital; competition, including that of more established and better funded competitors; the need to build and maintain alliances and partnerships, including with research and development companies, customers and suppliers; the effect, if any, that the Consolidation may have on the liquidity and price of the Company's common shares and its ability to maintain its listing on the TSX and OTCQB; Numinus' expectation that leveraging its expertise in psychedelic-assisted therapy, clinic management, patient care, and insurance reimbursement will create a unique AI-enabled offering; Numinus' intentions regarding rebranding as "Numinus Intelligence"; the expectation that leveraging AI and data science will expand mental health service and solutions across the U.S.; the expectation that Numinus' transition team will be able to reduce costs, preserve cash and increase revenues; the expectation that the parties will be able to satisfy the conditions precedent to closing the Proposed Transaction, including execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI; the belief that Numinus' expertise and intellectual property will complement MedBright's AI technology and amplify the combined entity's ability to help those in need of care while driving revenue growth and profitability; the belief that the merger will generate value for MedBright AI and Numinus shareholders; the belief that the merger will accelerate the mission and opportunities for the combined entity; and the belief that the merger will create a pathway for revenue growth and profitability, and other risk factors set forth in our annual information form dated November 29, 2023 and available on SEDAR+ at . These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking statements. Despite the Company's efforts to identify the main risk factors that could cause actual measures, events or results to differ materially from those described in forward-looking statements, other risk factors may cause measures, events or developments to materially differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company does not undertake to revise forward-looking statements, even if new information becomes available as a result of future events, new facts or any other reason, except as required by applicable laws. SOURCE Numinus Wellness Inc.

Plans name change to "Numinus Intelligence" leveraging its current revenue-generating operations to AI-enable mental health clinics across the U.S. The strategic combination merges MedBright's AI-enabled clinical solution capabilities with Numinus' deep data and vast experience with drug-assisted mental health treatment to improve clinical operations and capitalize on reimbursable offerings Leaders from MedBright AI team with extensive experience in U.S. healthcare clinic operations and ownership plan to join the management team and Board upon the completion of the transaction As a result of the combination, the balance sheet strengthens with cash and liquid securities in excess of $5 million. The operational team continues to reduce overhead and is embarking on a revenue improvement plan for the Utah clinics. The proposed transaction comes as Numinus reorganizes its operations with a near-term strategic plan towards generating positive EBITDA VANCOUVER, BC, June 20, 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 execution of a letter of intent (the " LOI") to acquire MedBright AI Investments Inc. (" MedBright AI") (CSE: MBAI) by way of a statutory plan of arrangement (the " Proposed Transaction"). Continue Reading View PDF Numinus Wellness to Acquire MedBright AI. Relaunch as Numinus Intelligence: AI-enabling mental health clinics across the US (CNW Group/Numinus Wellness Inc.) MedBright AI deploys artificial intelligence and machine learning (" AI") to empower medical professionals to deliver increased access to healthcare, reduce healthcare costs, and improve patient outcomes. With the Proposed Transaction, Numinus plans to leverage its significant expertise in traditional therapy, clinic management, patient care, insurance reimbursement, and psychedelic-assisted therapy into a unique AI-enabled offering (the " AI Offering") available to the growing number of U.S. mental health care providers. Specifically, the AI Offering will leverage Numinus' industry-leading experience and data as it relates to providing reimbursed care for drug-assisted therapy to allow therapists to address a key challenge in building out the infrastructure necessary to generate reimbursed revenue. To signify its new strategic direction and focus, the Company intends to rebrand as Numinus Intelligence upon closing, a name that reflects the commitment to leveraging AI and data science to expand mental health services and solutions across the U.S. The Company's ticker symbol of the Toronto Stock Exchange will remain NUMI. In preparation for the transaction, a transition team has been formed to reduce costs, preserve cash and work to increase revenues through the period before the Proposed Transaction is complete. Details of the Proposed Transaction Pursuant to the terms of the LOI, as consideration for the acquisition of all of the issued and outstanding common shares in the capital of MedBright AI (" MedBright AI Shares"), Numinus will issue 1.86 common shares of Numinus (" Numinus Shares") for each MedBright AI Share such that it is anticipated that Numinus will issue an aggregate of approximately 204,729,372 Numinus Shares, which will represent ownership of approximately 39% of the pro forma company on an undiluted basis, based on the current capitalization of Numinus and MedBright AI. The Proposed Transaction is subject to a number of conditions precedent, including, among other things, the negotiation and execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI. The LOI is binding with respect to exclusivity and non-binding in all other aspects and serves as an important step in advance of a definitive arrangement agreement. "This acquisition is the culmination of our efforts over the past year to align Numinus with the revenue growth opportunities we see in the U.S. mental health care sector with the delivery of high-quality care to a large population of patients in need of drug-assisted therapy and mental health services," said Payton Nyquvest, CEO of Numinus. "This is also a testament to the entire Numinus team who, over the past four years, has built an optimized clinic network that delivers great patient care at high levels of efficiency. We believe that harnessing our expertise and intellectual property to complement MedBright's AI technology will amplify our ability to help those in need of care while driving revenue growth and, importantly, profitability." "I am pleased with the prospect of joining the Numinus Intelligence board and advancing this crucial strategic transaction," added Dr. Jaime Gerber, Chairman of the Board of MedBright AI and Associate Professor of Clinical Medicine at Yale School of Medicine. "MedBright is dedicated to empowering healthcare providers with AI, and we believe this mission is vital for addressing the global mental health crisis. We look forward to generating value that will benefit both MedBright and Numinus shareholders." "I believe this merger will accelerate the mission of and opportunity for both companies," stated Mr. Michael Dalsin. "I look forward to having an increasingly substantial role in Numinus Intelligence upon completion of the transaction. I see a pathway to revenue growth and profitability with this merger, and I am enthusiastic about its potential." Mr. Dalsin is an advisor and the largest shareholder of MedBright AI, a guest lecturer at Yale School of Medicine, and former Chairman of Patient Home Monitoring ("PHM") (now Quipt and VieMed on the Nasdaq) and Convalo Health (a mental health company formerly listed on the TSXV). Mr. Dalsin has extensive experience in right-sizing clinic operations to bring them to profitability, and has demonstrated this on the public level with both Convalo Health and PHM. Mr. Dalsin has been a banker and buy-out fund manager specializing in U.S. clinical operations. Eight Capital is acting as Numinus' financial advisor in connection with the Proposed Transaction. Cautionary Statement Regarding Forward-Looking Statements This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, Numinus' plans with respect to the near-term generation of positive EBITDA; Numinus' expectation that leveraging its expertise in psychedelic-assisted therapy, clinic management, patient care, and insurance reimbursement will create a unique AI-enabled offering; Numinus' intentions regarding rebranding as "Numinus Intelligence"; the expectation that leveraging AI and data science will expand mental health service and solutions across the U.S.; the expectation that Numinus' transition team will be able to reduce costs, preserve cash and increase revenues; the expectation that the parties will be able to satisfy the conditions precedent to closing the Proposed Transaction, including execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI; the belief that Numinus' expertise and intellectual property will complement MedBright's AI technology and amplify the combined entity's ability to help those in need of care while driving revenue growth and profitability; the belief that the merger will generate value for MedBright AI and Numinus shareholders; the belief that the merger will accelerate the mission and opportunities for the combined entity; and the belief that the merger will create a pathway for revenue growth and profitability, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the combined entity can generate near-term positive EBITDA; that leveraging Numinus' expertise in psychedelic-assisted therapy, clinic management, patient care, and insurance reimbursement will create a unique AI-enabled offering; that the combined entity will successfully rebrand as "Numinus Intelligence"; that leveraging AI and data science will expand mental health service and solutions across the U.S.; that Numinus' transition team will be able to reduce costs, preserve cash and increase revenues; that the parties will be able to satisfy the conditions precedent to closing the Proposed Transaction, including execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI; that Numinus' expertise and intellectual property will complement MedBright's AI technology and that this will amplify the combined entity's ability to help those in need of care while driving revenue growth and profitability; that the merger will generate value for MedBright AI and Numinus shareholders; that the merger will accelerate the mission and opportunities for the combined entity; and that the merger will create a pathway for revenue growth and profitability. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, the risk that the combined entity will be unable to generate near-term positive EBITDA; that the combined entity will be unable to create a unique AI-enabled offering; that the combined entity will not be able to successfully rebrand as "Numinus Intelligence"; that leveraging AI and data science will not expand mental health service and solutions across the U.S.; that Numinus' transition team will be unable able to reduce costs, preserve cash or increase revenues; that the parties will be unable able to satisfy the conditions precedent to closing the Proposed Transaction; that Numinus' expertise and intellectual property will not complement MedBright's AI technology or that this will not amplify the combined entity's ability to help those in need of care an will not drive revenue growth or profitability; that the merger will be unable to generate value for MedBright AI and Numinus shareholders; that the merger will be unable to accelerate the mission and opportunities for the combined entity; and that the merger will be unable to create a pathway for revenue growth and profitability. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. SOURCE Numinus Wellness Inc.