Numinus Announces Short Form Prospectus Offering of Units for Gross Proceeds of up to $4,050,000

VANCOUVER, BC, July 28, 2020 /CNW/ - Numinus Wellness Inc. ("Numinus" or the "Company") (TSXV: NUMI), a company creating an ecosystem of health solutions centred on developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies, is pleased to announce that it has filed a preliminary short form prospectus (the "Prospectus") in connection with its previously announced best-efforts offering of up to 15,000,000 units the "Units") at a price of $0.27 per Unit for gross proceeds of up to $4,050,000 (the "Offering") in the offering jurisdictions of British Columbia, Alberta and Ontario. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.40 per common share for a period of two years from issuance.

As previously disclosed, Mackie Research Capital Corporation (the "Agent") has agreed to act as lead agent and sole bookrunner, on a best efforts basis, in respect of the Offering. The Company has granted the Agent an option (the "Agent's Option") exercisable by delivering a written notice of its exercise of part or all of the Agent's Option to the Company at any time up to 48 hours prior to Closing (the "Closing") to increase the size of the Offering by up to 15% in Units.

The Prospectus contains important information relating to the Offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, which is available on the Company's SEDAR profile at www.sedar.com. There will not be any sale or acceptance of an offer to buy the Units until a receipt for a final Prospectus has been issued.

The Offering is expected to close on or about August 14, 2020 and is subject to certain conditions including, but not limited to, the execution of a formal agency agreement and the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (the "TSXV"). The Company intends to use the net proceeds of the Offering for MDMA and psilocybin Compassionate Access protocol implementation, to make these drugs accessible to specific patient groups before they are available on the market, as more particularly described in the Prospectus. Additional funds will be used to secure therapy space and develop psychedelic integrative treatment models, support upgrades to its Lab infrastructure to support its Health Canada licences, and for general operating expenses, as more particularly described in the Prospectus.

The Company will use commercially reasonable efforts to cause the common shares forming part of the Units and the common shares underlying the Warrants to be listed on the TSXV, subject to the Company fulfilling all of the listing requirements of the TSXV.

About Numinus
Numinus is a Vancouver-based health care company creating an ecosystem of health solutions centred around developing and supporting the safe, evidence-based, accessible use of psychedelic-assisted therapies. Numinus's ecosystem units include Numinus Bioscience, Numinus R&D, and Numinus Health. Each unit is undertaking distinct, synergistic initiatives to hasten approved access to psychedelic-assisted therapy models in Canada and position Numinus as a trusted industry leader for the eventual regulated rollout of these therapies once available. Numinus Bioscience includes a 7,000 square foot research and testing laboratory as well as numerous Health Canada licenses (through its wholly owned subsidiary Salvation Botanicals), including a cannabis testing license which provides established and growing revenue. It is also a late-stage application for cannabis processing. Additionally, the Company holds a dealer's licence which allows it to import, export, possess, and test MDMA, psilocybin, psilocin, DMT, and mescaline, and it is the only publicly listed company in Canada to be issued a Health Canada license to produce and extract psilocybin from mushrooms for the purpose of developing proprietary extraction methods. These licences will allow Numinus to support the growing number of studies on the potential benefits of psychedelic therapies through research projects, product development, and the supply and distribution of these substances. Numinus R&D leverages established relationships to position the Company for partnerships to host studies, develop medical and therapeutic protocols, and influence regulatory approval. Numinus Health, with one clinic already prototyping systems for efficiency and profitability, is dedicated to delivering therapies that enhance and supplement existing options—centred around psychedelic-assisted therapies when and where regulated—for people wanting lasting physical, mental, and emotional health. For more information, visit www.numinus.ca.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Offering. This news release contains "forwardlooking statements" within the meaning of Canadian securities legislation. Forwardlooking statements include, but are not limited to, statements with respect to the closing of the Offering and the expected use of proceeds of the Offering. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its subsidiaries, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

ON BEHALF OF THE BOARD OF NUMINUS WELLNESS INC.

Payton Nyquvest
President, Chief Executive Officer and Chair

Further information about the Company is available under its profile on the SEDAR website, www.sedar.com, and on the Company's website.

SOURCE Numinus Wellness Inc.

For further information: Stacey Wallin, Chief Strategy Officer, 1.833.686.4687