Numinus Wellness Announces National Expansion with Acquisition of Montreal-Based Mindspace Wellbeing, a Full-service Well-being Organization and Pioneer in Psychedelic Programming

Numinus Wellness Announces National Expansion with Acquisition of Montreal-Based Mindspace Wellbeing, a Full-service Well-being Organization and Pioneer in Psychedelic Programming

The combination further enhances Numinus’ leadership position in evidence-based psychedelic-assisted psychotherapy and health solutions

VANCOUVER (December 15, 2020) – Numinus Wellness Inc. (“Numinus” or the “Company”) (TSXV: NUMI), a company creating an ecosystem of health solutions centered around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted psychotherapies (PAP), is pleased to announce the acquisition of Montreal-based Mindspace Psychology Services Inc (DBA Mindspace Wellbeing), a leader and pioneer in psychedelic programming. The agreement brings together the capabilities of two leading Canadian organizations to develop and scale delivery of evidence-based psychedelic-assisted psychotherapy to provide the highest quality patient outcomes.

“Adding Mindspace to the Numinus platform will provide strong synergies for both companies,” said Dr. Devon Christie, Medical Director at Numinus and a MAPS-trained therapist for the delivery of MDMA-assisted psychotherapy. “The companies have similar values and complementary strengths, which make this a strong corporate and cultural fit. We are also proud to grow our presence nationally through this announcement.”

“Joining the Numinus team is a natural choice,” said Dr. Joe Flanders, Founder and Managing Partner of Mindspace. “It’s an excellent opportunity for us to work closely with a partner that shares our vision and values. We are impressed by the depth and rigor of Numinus’ clinical team and their authentic commitment to finding meaningful, accessible, and sustainable solutions to the mental health challenges we collectively face”.

“We’re very excited to be bringing the Mindspace brand under the Numinus umbrella,” said Payton Nyquvest, CEO of Numinus. “The combination furthers our stated mission and delivers on our prospectus. This is a first and major step forward in our plan for global expansion of revenue-generating clinics and virtual therapy with the objective of health and wellness for all. Today’s announcement sets a positive trajectory for making psychedelic-assisted psychotherapy more accessible to those in need.”

The acquisition not only adds a Montreal presence to Numinus’ existing Vancouver location — with three established locations and extensive virtual services — but also brings the insight and expertise gleaned from a decade of successful client-facing clinic management. The family of clinics generated an average of 25 percent year-over-year growth over the past five years, including $1.7M in revenue generation over the past twelve months that is anticipated to grow with the newly launched ketamine-assisted therapy program. Mindspace will operate under the ‘Mindspace by Numinus’ brand under the continued leadership of founder Dr. Flanders. The Corporate Wellbeing practice of Mindspace is not included within this agreement and will continue offering its services under another brand soon to be announced.

About Psychedelic-Assisted Psychotherapy

Psychedelic-assisted psychotherapy (PAP) is gaining traction within the medical community and general public, as research results demonstrate its effectiveness for a range of mental health conditions. North American regulators have granted exceptions to fast-track their implementation, and whole communities vote for decriminalization and medical use. Just last week, in a global regulatory shift, Health Canada announced its intent to make MDMA and psilocybin therapy available through the Special Access Programme (SAP), pending sixty days of public consultation.

Numinus is a leader in the industry as the first public company in Canada to receive a licence to produce and extract psilocybin from mushrooms, the first to complete a legal harvest of psilocybe mushrooms using this licence, and the holder of a Health Canada dealer’s licence to import, export, possess, test, and distribute MDMA, psilocybin, psilocin, DMT, and mescaline.

The acquisition of Mindspace builds upon Numinus’ recently announced plans to embark upon an open-label compassionate access clinical trial of psilocybin-assisted psychotherapy for substance use disorders and its partnership with the Multidisciplinary Association of Psychedelic Studies (MAPS), a leading psychedelic education and research organization, to begin a similar trial of MDMA-assisted psychotherapy for PTSD. In line with Numinus’ objectives stated in the prospectus filed in September 2020, the Company’s Vancouver clinic is being renovated to administer the trials which will enable Numinus to develop the infrastructure around psychedelic-assisted psychotherapy, train its therapists, and  implement, test, and refine optimal protocols for delivery even before these therapies are widely accessible. These trials, which will supply health and safety data to Health Canada, prepare the Company to deliver fully regulated psychedelic-assisted psychotherapy that translates research-driven best practices into publicly accessible treatments. With the addition of Mindspace, Numinus will be uniquely positioned to provide patients with MDMA and psilocybin-assisted psychotherapy under the expanded SAP revision based on its extensive work completed on developing protocols for psychedelic-assisted psychotherapy and its multiple locations.

About Dr. Joe Flanders

Mindspace Founder and Director “Dr. Joe” Flanders obtained his PhD 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 an Assistant Professor (Professional) in the McGill University Psychology Department. Dr. Flanders appears frequently in the media as a mental health subject matter expert and is the host of 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 upon closing of the Transaction

II. A time-based payout of 441,176 common shares of Numinus issued over the course of 24 months

III. $100,000 in Numinus Shares, issued Market Price, per year on each of the first three (3) anniversaries of the Closing Date
IV. A multi-year performance payout of $800,000 in Numinus shares, issued at Market Price.

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

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On behalf of the board of Numinus Wellness inc.

Payton Nyquvest

President, Chief Executive Officer and Chair

About Numinus

Numinus Wellness Inc. (TSXV: NUMI) is a mental health and wellness company creating an ecosystem of solutions centred around safe, evidence-based, accessible psychedelic-assisted psychotherapy to help people heal and be well.

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

Numinus R&D is conducting implementation science and leveraging partnerships to beta-test and refine optimal models of psychedelic-assisted psychotherapy delivery, setting the stage for approved routine use in mental health and wellness care.

Numinus Bioscience is focused on developing testing methods and effective formulas for the evolving psychedelics space. Health Canada licences, scientific expertise, and new technologies facilitate ongoing innovation, and high-throughput contract services generate established revenue.

Learn more at numinus.ca, and follow us on FacebookTwitter, and Instagram.

About Mindspace Wellbeing

Founded in 2011, Mindspace Wellbeing is a Montreal-based full-service well-being organization that began as a state-of-the-art psychology clinic with a focus on evidence-based approaches to mental health. Mindspace boasts exclusively PhD-level psychotherapists and is focused on evidence-based approaches to mental health.

In 2019, Mindspace launched its Psychedelic Harm Reduction and Integration programming, pioneering first-of-its-kind training in Canada for clinicians helping their clients work safely with psychedelics. In 2020, the company expanded its psychedelic offering to administer ketamine-assisted psychotherapy for treatment-resistant depression.

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

Forward Looking Statements

This news 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 of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, municipal, local or other licences and any inability to obtain all necessary governmental approvals licences and permits to operate and expand the Company’s facilities; regulatory or political change such as changes in applicable laws and regulations, including federal and provincial legalization, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; the Company’s limited operating history and lack of historical profits; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, customers and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to 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 has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.