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 Numinus Wellness Inc. (TSX: NUMI) (OTCQX: NUMIF) Investor presentation (Q2 2022) Announced acquisition of Novamind April 2022 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. 2
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
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.
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/
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
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
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
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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