Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022

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Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Creating a leading, integrated mental healthcare
  company providing psychedelic-assisted therapies

Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF)
Investor presentation (Q2 2022)
Announced acquisition of Novamind                  April 2022

 April 11, 2022
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Forward Looking Statements
This presentation includes certain “forward‐looking information” and “forward‐looking statements” (collectively “forward‐looking statements”) within the meaning of applicable
Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business
activities and operating performance. All statements in this presentation that address events or developments that the Company expects to occur in the future are
forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as "expect", "plan", "anticipate",
"project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or
conditions "will", "would", "may", "could", "should" or "might" occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be
consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required
securityholder, regulatory and court approvals, (ii) the anticipated timing of the securityholder meeting of the Company and the mailing of the information circular in respect
of the meeting; (iii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives;
and (iv) expectations for other economic, business, and/or competitive factors.

Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control. These forward‐looking statements
are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including
the Company’s financial statements and related MD&A for the financial year ended August 31, 2021 and its interim financial statements and related MD&A for the three
months ended November 30, 2021, all filed with the securities regulatory authorities in all provinces and territories of Canada, except Québec, and available under the
Company’s profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company’s forward‐looking statements. The Company’s
forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information
available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or
management’s beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐looking
statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking
statements. Accordingly, undue reliance should not be placed on forward‐looking statements.

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Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Numinus:
An integrated mental health care
innovation & delivery model
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Welcome to Numinus
Developing proprietary, psychedelic-centred, therapeutic products and
services through our own laboratory and R&D process, to be delivered
through a global network of physical locations, digital solutions and
partnerships.

•   Addressing a growing societal need by providing proven therapies and
    researching psychedelic medicines to treat or cure mental health conditions.

•   Two complementary business lines: Numinus Health (wellness clinics), and,
    Numinus Bioscience (psychedelic research)

•   240% revenue growth during Q2 2022 compared to Q2 2021

•   Strong balance sheet, with $48.3 million in cash on hand (Feb. 28, 2022)

•   Long-established partnership with MAPS – a leading non-profit
    research and advocacy organization on psychedelic studies.

                                                                                   4
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Market opportunity: Addressing a growing need

      Current systems are not equipped to handle
      skyrocketing global rates of mental illness,
      addiction and trauma, further exacerbated by                                                                                                                   The global mental health market is
      the pandemic.                                                                                                                                                         estimated to reach
                                                                                                                                                                   $537.97 billion by 2030,
                                                                                                                                                       growing at a CAGR of 3.5% from 2021 to 2030.¹
       Approximately 1 in 11 people
       will have PTSD in their lifetime1

       1 in 5 people
       will suffer from substance use disorder2                                                                                                                                  $380 Billion+​
                                                                                                                                                                             Total addressable
       72,000 overdose deaths in US                                                                                                                                        market for mental health
       reported in 2019 alone, with two-thirds involving opioids3                                                                                                             in 2020, globally¹​

1.”Substance use and addiction”, Canadian Mental Health Association, https://ontario.cmha.ca/addiction-and-substance-use-and-addiction/.
2. “Traumatic Stress Section: Facts About Traumatic Stress and PTSD”, Canadian Psychological Association,                                  https://www.globenewswire.com/news-release/2021/07/13/2261999/0/en/Global-Mental-Health-Market-To-Garner-   5
https://cpa.ca/sections/traumaticstress/simplefacts/.                                                                                      537-97-Million-By-2030-Allied-Market-Research.html
3.The Lancet, Volume 396, Issue 10259, P1316-1318, October 24, 2020.
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
6

Psychedelic medicine is
transforming health care

Taken in coordination with therapy from a
trained psychotherapist:

●            Psilocybin may relieve major depression with 4x
             the efficacy of traditional antidepressants¹

●            MDMA for PTSD shows substantial clinical impact
             and potential annual savings of millions of dollars²

●            Ketamine effective for depression as well as for
             alcohol and heroin-dependent individuals3

1. Effects of Psilocybin-Assisted Therapy on Major Depressive Disorder. JAMA Psychiatry. 4 Nov 2020.doi:10.1001/jamapsychiatry.2020.3285.
2. The cost-effectiveness of MDMA-assisted psychotherapy for the treatment of chronic, treatment-resistant PTSD. PLOS ONE. 14 Oct 2020.
https://doi.org/10.1371/journal.pone.0239997.
3. Efficacy of Ketamine in the Treatment of Substance Use Disorders: A Systematic Review. Frontiers in Psychiatry. 24 Jul 2018.
https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6094990/
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
7

An integrated health care innovation & delivery model

    Network of clinics delivering treatments for addiction,   Health Canada-licensed lab developing IP and
    mental illness, neurological disorders and related        advancing psychedelic discoveries through research
    conditions.                                               and innovation.

    •   5 clinics located across Canada                        •   Research laboratory located in British Columbia, Canada

    •   2 research clinics                                     •   Standardized testing and compound discovery platforms
                                                                   for psychedelics: natural and synthetic from starting
    •   Expansion plans in U.S.                                    materials to finished products.
    •   Ketamine-assisted psychotherapy                        •   Licensable patents developed through evidence based
    •   Psychedelic-assisted psychotherapy                         robust experimentation and validated scale up.
    •   Traditional therapies & counseling                     •   Formulation development, regulatory submissions and
    •   Neurological care                                          small batch production for clinical research
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Numinus Health: Recent activities

• During 2021 Numinus Health expanded to 5 wellness clinics as a result
  of the acquisition and successful integration of Mindspace (3 clinics in
  Montreal) and the Neurology Centre of Toronto (NCT)
• Recently announced additional flagship location to be opened in
  Vancouver (to be the second wellness clinic in Vancouver)
• Q2 2022 Numinus Health revenues increased 5% from prior quarter,
  378% from the same quarter last year
• Gross margin in the division improved to 29.8% in Q2 2022 (compared to
  6.5% the prior quarter)
• Launched Ketamine-Assisted (KAP) Psychotherapy services; expanding
  this offering following KAP training for additional therapists

          Proprietary therapist training programs are allowing us to scale    29.8%
                                                                              Gross margin in achieved in
          our Ketamine-assisted therapy offering quickly across our clinics
                                                                              Numinus Health during Q2 2022
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Numinus Bioscience: Recent actitivies

• Recently named as a Licensed Psilocybin supplier by Health Canada for
  Canada’s Special Access Program
• Received approval from Health Canada to study Ayahuasca and San
  Pedro – expanding the breadth of our Health Canada Controlled Drugs &
  Substances License
• Approved for a Containment Level 2 license by the Public Health Agency of
  Canada
• Acquired several additional species of psychedelic mushrooms during the
  Q2 2022, which will further expand breadth of our research
• Added three key advisors to its new Bioscience Advisory Board:

                                                                               24.5%
     - Graham Pechenik (JD) – Patent Attorney & Founder, Calyx Law,
     - Dr. Paul Spagnuolo (PhD) – Associate Professor, University of Guelph,
     - Dr. Cory Harris (PhD) – Associate Professor, University of Ottawa.
                                                                               Gross margin in Numinus
                                                                               Bioscience during Q2 2022
Creating a leading, integrated mental healthcare company providing psychedelic-assisted therapies - April 11, 2022
Two clinical trials in the pipeline

  MAPPUSX Phase 3 study of MDMA for PTSD                   Phase 1 study of proprietary psilocybe extract
  (Numinus is managing the Canadian sites of this study)   formulation(s)
  • Montreal site began drug administration.               • Discovered an additional drug product candidate, NBIO-03,
                                                             that is nearing the final stages of development.
  • The treatment follows MAPS' protocol of three
    sessions of MDMA administration and therapy, each      • Intend to include NBIO-03 in the Phase 1 clinical trial
    to be followed by three integration sessions.            alongside NBIO-01 (for efficiencies) to establish a maximum
                                                             tolerated dose.
  • The full program is expected to complete in mid-
    summer 2022.                                           • As a result of this new opportunity, will be re-submitting its
                                                             clinical trial application to Health Canada in the next several
                                                             months to reflect the redefined scope of this study.

                                                                                                                           10
Q2 2022
                        Results benefited from expansion of Ketamine-assisted
                        therapy to additional clinics and the integration of the
                        NCT acquisition.

 +240%                 $0.8 mil             29.1%                349%
Revenue growth         Total revenue      Positive gross      Increase in gross profit
compared Q2 2021       during Q2 2022     margin in Q2 2022   from prior quarter

         $5.5 mil                 $7.8 mil                $48.3 mil
         Net cash outflow         Loss and                of cash at end
         during the quarter       Comprehensive           Q2 2022
                                  Loss for Q2 2022

                                                                                         11
Numinus announces
acquisition of Novamind
(April 12, 2022)
Key Acquisition Benefits

 1   Rapidly expands Numinus’ operations and brand in the U.S. with a reputable platform
     of revenue producing clinics with an established and growing client base.

 2   Grows client programming as complementary service offerings will be shared and
     expanded across the combined clinic network.

 3   Combines Novamind’s leading clinical research site management capabilities with
     Numinus Bioscience’s research laboratory and analytical testing expertise.

 4   Accelerates Numinus’ path to profitability:
     •   Transaction expected to be immediately accretive to revenue and based on forecasts and
         efficiencies of scale, will shorten the timeline Numinus projects to profitability
     •   Acquisition anticipated to generate $3 million of annual cost savings through the elimination of
         duplicate corporate expenses

                                                                                                            13
Robust Revenue Profile and Growth Opportunity
The acquisition positions Numinus to become the top revenue producing psychedelics company, with
proforma annual revenues nearing C$10 million, and averaging 11.8% compounded quarterly revenue growth.
Expect to capture ~$3 million of annual cost synergies with streamlined operations

                 Combined Revenue Growth                                              Pro-forma Combined Revenue
                      (Trailing 4 quarters, Nov/Dec 2021)                               (Trailing 4 quarters, Nov/Dec 2021)
                                                                           Novamind
                                                                           Numinus

                                                              C$3.2 mil
                                                                                                    C$9.98 mil

                            C$2.3 mil        C$2.3 mil
        C$2.1 mil

                                                                                                     C$7.9 mil

                                                                                                     C$2.1 mil
      Q2Q2 2021/
         2021  / Q3          Q3 2021/
                          Q3 2021 / Q4     Q4Q4 2021/
                                              2021  / Q1    Q1Q1
                                                               2022 / Q2
                                                                 2021/
        Q3  2021
          2021               Q4 2021
                              2021           Q1  2021
                                               2022           Q22022
                                                                 2021                  4Q Trailing Nov. 30, 2021 (Numinus) and
                                                                                              Dec. 31, 2021 (Novamind)
                Numinus fiscal quarter/ Novamind fiscal quarter                                                                  14
Continued Growth of Clinic Network
The acquisition will significantly increase the number of therapists and
clinics under the Numinus brand.

       Number of Practitioners                                          Numinus Clinic growth
                                                                  Wellness clinics       Clinical research sites
 120                                111                  20
                                                         18                                                             17
 100
                                                         16
                                                         14                                                             4
  80
           66¹                                           12
                                                                                                                   10   13
  60                                                     10
                        45                                                                  7          7
                                                          8
  40
                                                          6
                                                                  4        4         4
  20                                                      4
                                                              1
                                                          2
   0                                                      0
         Numinus     Novamind     Combined

 ¹A large component of Numinus’ current therapy
 services are delivered virtually, outside of clinics.                                                                       15
Transaction Summary

                   •   Numinus to acquire all the issued and outstanding shares of Novamind Inc. (the “Transaction”) by way of a court approved
                       Plan of Arrangement (the “Arrangement”)
Proposed
                   •   Novamind shareholders will receive 0.84x of a Numinus common share in exchange for each Novamind share held
transaction
                   •   Implies a transaction value of C$0.44 per Novamind share and a premium of 51% to Novamind’s 20-day VWAP on the CSE,
                       as at April 8, 2021.

Key Approvals &    •   Subject to the approval of both Numinus and Novamind shareholders
Conditions         •   Customary regulatory and court approvals

                   •   Certain Novamind shareholders representing 31% of the common shares outstanding agree to vote in favour of the
Voting & Support       Transaction

Lock-up            •   All of the common shares of Numinus issued to Novamind insiders representing 31% of Novamind’s common shares
Agreements             outstanding shall be subject to 18-month contractual resale restrictions

Management         •   Numinus management team will remain in place, led by Payton Nyquvest, Numinus Founder and CEO
structure
                   •   Special meeting of Numinus and Novamind shareholders, which is expected to occur in May 2022
Timing             •   Expected closing in June 2022

                                                                                                                                                  16
Providing an end-to-end mental health service offering
Addressing a wide variety of mental health needs:
Depression, Anxiety. Bipolar disorder, Substance use disorder, ADHD, OCD, PTSD, Eating disorders, Suicidal ideation

     Unique to Numinus:                        Shared service offerings:

     • Virtual psychotherapy                   • Traditional therapy
                                                                                          Unique to Novamind:
     • Mindfulness programs                    • Ketamine-assisted therapies
                                                                                          • KAP Pod program
     • Psychedelic-assisted therapies
       (with MDMA or Psilocybin for                                                       • TMS
                                                          Expansion
       SAP approved clients)                                                              • Psychiatric / medical model
                                                      across combined
     • Psychedelic compound                                                                 management
                                                          platform =
       research and analytics                          increased client                   • Insurance coverage expertise
                                                       service offering                   • Contract research site
                                                                                            management

                                                                                                                           17
Scalable Platform across North America
With 13 client wellness clinics operating across North America, the combined company will be a leading
provider of psychedelic-assisted therapy centers with significant opportunities for continued expansion.

                                                                                 NUMINUS: (Canada)
                                                                                 5 wellness clinics
                                                                                 2 research clinics
                                                                                 1 research lab

                                                                                 NOVAMIND: (US)
                                                                                 8 wellness clinics
                                                                                 2 research clinics

                                                                                 COMBINED:
                                                                                 13 client wellness clinics
                                                                                 4 research clinics
                                                                                 1 research lab

                                                                                                              18
Expanding CRO capabilities
The research platform of choice for an expansive and growing list of psychedelics sector organizations

Research services anchored in product                       Contract research site management services
development, R&D and clinical research                      specializing in psychedelic medicine (compound
enables value creation:                                     agnostic):

 •   Bioanalysis & Invitro Studies                          • Recruitment of study participants via research sites co-
 •   Product Development & R&D                                located with psychiatry clinics
 •   Extraction technologies                                • Development of psychedelic therapy protocols and
 •   Research small batch manufacturing                       programs for difficult to treat mental health conditions
 •   Regulatory Support                                     • Protocols are evidence based psychotherapeutic
 •   Project Management                                     • Procedures for screening, preparation, dosing & integration

 Licenses to work with:           Psilocybin, MDMA, LSD, DMT, Ketamine, Mescaline, Ayahuasca & San Pedro

 Combined: research
 partners & sponsors
                                                                                                                            19
Pro-forma Capitalization

 Capitalization

 Share Price as of (April 8, 2022)               (C$/sh)   $0.53

 NUMI Common Shares Outstanding                    (mm)      208

 (+) Shares Issuable to Novamind Shareholders      (mm)       50

 (+) ITM Dilutives                                 (mm)       16

 Fully Diluted Shares Outstanding                  (mm)      273

 Fully Diluted Market Capitalization            (C$mm)     $145

 (+) Debt                                       (C$mm)        $0

 (-) Cash                                       (C$mm)       $57

 Enterprise Value                               (C$mm)     $88.3

                                                                   20
A Transformative Acquisition

Building an unprecedented platform for research and clinical care
Numinus and Novamind have complementary services focus’, geographic footprints, and research
capabilities – making this a strategically significant business combination for clients and shareholders
of both businesses.

  Numinus’ initial     Positions Numinus as      Grows client service        Combines             Accelerates
 expansion into the    a leading provider of          offering as           Novamind’s         Numinus’ path to
 U.S. market with a      integrative mental        complementary          leading clinical    profitability through
   leading clinic      health care– offering   programs will be shared     research site      significant revenue
    therapeutic         both traditional and    and expanded across        management         growth, efficiencies
      platform.        psychedelic-assisted      the combined clinic      capabilities with       of scale, and
                             therapies.                network.          Numinus’ research       identified cost
                                                                           lab expertise.          synergies.

                                                                                                                      21
Thank you for
your interest in Numinus

Email: invest@numinus.com
IR website: investors.numinus.com
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