Mr. Craig MacPhail reports

NUMINUS WELLNESS PROVIDES CORPORATE UPDATE

Numinus Wellness Inc. is providing a corporate update.

Corporate update

Over the past year, Numinus has undertaken a strategic transformation to streamline its operations and focus on its core business lines. As part of this process, the company completed the sale of its U.S. wellness clinics, initiated the wind-down of certain non-operating subsidiaries, and implemented leadership changes, including a transition in the chief financial officer role in early 2025.

Following these initiatives, Numinus is now focused on two primary operating segments: its clinical trial site network and practitioner training platform.

The company's clinical trial sites continue to support psychedelic drug development programs and have participated in more than 20 clinical studies to date. Cedar Clinical Research remains active in supporting industry-sponsored trials evaluating next-generation mental health treatments.

Numinus Training also continues to expand its global practitioner education programs. To date, more than 2,500 practitioners have participated in the company's training programs, including over 800 research therapists trained to support psychedelic clinical trials. In 2025, the company expanded its training programs to support drug development sponsors, further strengthening its role within the emerging psychedelic drug development ecosystem.

These businesses have continued to operate and grow through the company's transformation and, together with the company's clinical operations intellectual property and experience in psychedelic-assisted care delivery, position the company for future opportunities within the evolving mental health sector.

Audit, regulatory update and Toronto Stock Exchange delisting review

Following the recently announced change of auditor, the company is working diligently to complete the audit of its financial statements for the year ended Aug. 31, 2025, to permit the filing of those financial statements, together with related filings, as soon as practicable.

The 2025 audit remains in progress. Completion of the 2025 audit should enable the company to complete and file the reports and other disclosures required for Numinus to be current with its continuous disclosure obligations and then apply for the revocation of the current cease trade order (CTO) issued by the British Columbia Securities Commission (BCSC).

The company has been advised that the TSX initiated a delisting review of the company, which commenced in November, 2025. The TSX requirements against which Numinus is being reviewed are those relating to financial condition and operating results, the discontinuance or divestiture of a substantial portion of operations, disclosure requirements, and change of business.

With respect to both the CTO and the delisting review by the TSX, the company is prioritizing the completion of the 2025 audit as a necessary step for achieving progress on both matters. When those audited financial statements are filed, or ready to be filed, with their related reports, the company will then be in a position to reinitiate its work with the BCSC, other securities commissions and other securities regulators toward having the CTO lifted, and responding to the delisting review by the TSX and otherwise pursuing arrangements that will permit Canadian trading of the company's shares to resume.

The company will provide further updates on these matters as material developments occur.

2026 AGM (annual general meeting)

The company acknowledges that it did not hold its annual general meeting of shareholders in respect of the year ended Aug. 31, 2025, by the applicable deadline of Feb. 28, 2026, that applies under TSX rules. While that meeting has not yet been scheduled, Numinus intends to schedule the meeting and announce its date once the 2025 audit is complete and substantial progress has been made toward the revocation of the CTO.

Outlook

The company's transformation over the past year has positioned Numinus to focus on its core capabilities in clinical research and practitioner education within the emerging field of psychedelic-assisted therapies.

Numinus is currently evaluating a range of strategic initiatives aimed at strengthening its balance sheet and supporting future growth. These initiatives may include pursuing financing opportunities, strategic partnerships, new business initiatives and potential mergers or acquisitions.

The company expects to provide additional updates regarding its strategic direction following completion of the audit and the revocation of the CTO.

Numinus remains committed to supporting the development of innovative mental health treatments through its clinical research infrastructure, practitioner training programs and extensive operational experience in psychedelic-assisted care delivery, while positioning the company to create long-term value for shareholders.

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 -- including psychedelic research and training -- is at the forefront of a transformation aimed at healing rather than managing symptoms for depression, anxiety, trauma, pain and substance use. Numinus is leading the integration of psychedelic-assisted therapies into mainstream clinical practice and building the foundation for a healthier society.

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