Mr. Jason Birmingham reports

NOVERIS HEALTH SCIENCES PROVIDES CORPORATE UPDATE, AND ANNOUNCES AGREEMENT FOR ACQUISITION OF STEM CELL DISTRIBUTION BUSINESS

Noveris Health Sciences Inc. has provided a corporate update.

Noveris is a biotech and life sciences company dedicated to developing and commercializing innovative solutions for treating mental health problems and enhancing vitality. Following completion of the company's debt restructuring and its recent successful financing for gross proceeds of $2.3-million (Canadian), the company now intends to focus on two primary business objectives: (1) commercializing its patent portfolio; and (2) developing and commercializing therapies and technologies based on stem cell biology.

The company currently holds three issued patents and 13 pending-patent applications, all of which are focused on the psilocin space (compounding, synthesizing and related therapeutic uses). The company is reviewing and evaluating a variety of commercializing opportunities in respect of these patents, including potential royalty and licensing arrangements with third parties.

With respect to stem cell business initiatives, the company is pleased to announce it has signed a term sheet dated April 28, 2026, to acquire an equity interest in ELL Stem Cells, privately owned, British Columbia-based, stem cell distributor.

The target is a distributor of regenerative medicine products, including extracellular matrices, exosomes and stem cell therapies, from licensed laboratories to physicians. The target is working to establish a network of biological manufacturing partners to support the distribution biologic products to licensed physicians in the United States, and distributing matrices and exosomes globally, with an initial focus on cosmetic uses. The target is a registered tissue bank with the U.S. Food and Drug Administration.

Proceeds from the acquisition will allow the target to accelerate the further commercialization of its business by signing up laboratories and funding its sales efforts.

Pursuant to the terms of a definitive agreement to be entered into, the company will acquire 49 per cent of the equity of the target for total cash consideration of $1-million (U.S.), as follows:

• $500,000 (U.S.) upon execution of the definitive agreement, in exchange for a 24.5-per-cent equity interest;
• $250,000 (U.S.) within 60 days of the effective date, in exchange for a 12.25-per-cent equity interest;
• $250,000 (U.S.) within 150 days of the effective date, in exchange for a further 12.25-per-cent equity interest.

Concurrently with the signing of the definitive agreement, the parties will enter into a shareholders agreement in respect of the target, providing that (among other matters) any revenue generated from the stem cell distribution licence will be allocated to the parties in proportion to their respective equity interests in the target. The company has made $100,000 (U.S.) deposit on the purchase price to the vendors, which, if the term sheet is terminated, is repayable to the company on demand and, in the event not repaid within three business days of demand, will accrue interest at the rate of 18 per cent per annum. The target and its vendors are arm's length to the company.

Following the full payment of the purchase price and Noveris acquiring its 49-per-cent equity interest in the target, the company will have the option (but not the obligation) to acquire the remaining 51-per-cent interest for a period of 12 months. The purchase price for the remaining interest will be determined by an independent accredited valuator mutually selected by the parties and is intended to be satisfied by the issuance of common shares of Noveris. In the event the acquisition of the remaining interest could result in any change of control of the company or the creation of a new control person (as that term is defined in the policies of the Canadian Securities Exchange), the approval of the shareholders of the company may be required.

Management cautions that there can be no assurances that the company will enter into any royalty or licensing arrangements with respect to its intellectual property, that its intellectual property will be commercialized, or that the transactions described herein will be completed as proposed or at all. It should also be noted that completion of the acquisition remains subject to a number of conditions, including (but not limited to) the negotiation and execution of a definitive agreement, completion of mutually satisfactory due diligence and receipt of approvals from the Canadian Securities Exchange.

Clarification concerning finders' fees paid in financing

The company also wishes to clarify that finders' fees payable in connection with its financing announced on March 18, 2026, were in fact $3,000.60 (Canadian), and not $28,050.60 (Canadian), as previously disclosed.

About Noveris Health Sciences Inc.

Noveris Health Sciences is a biotech and life sciences company dedicated to developing and commercializing innovative solutions for treating mental health problems and enhancing vitality. The company has a portfolio of patents it is seeking to commercialize and is exploring opportunities in the stem cell industry.

We seek Safe Harbor.