Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Shareholders of Novamind Vote FOR the Proposed Plan of Arrangement

May 27, 2022

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

TORONTO, ON / May 27, 2022 / Novamind Inc. (CSE: NM | OTCQB: NVMDF | FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specialized in psychedelic medicine, is pleased to announce both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of common shares (the “Novamind Shares”) of the Company vote FOR the previously announced proposed acquisition of Novamind by Numinus Wellness Inc. (“Numinus”) by way of a court-approved plan of arrangement (the “Arrangement”). ISS and Glass Lewis are independent proxy advisory firms who provide voting recommendations to institutional shareholders.

Under the Arrangement, Shareholders will receive 0.84 of a common share of Numinus (each whole common share, a “Numinus Share”) for each Novamind Share held.

In reaching its conclusion, ISS noted:

“In light of the significant premium, the favourable market reaction, the reasonable strategic rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted.”

The Meeting

The special meeting of Shareholders to vote on the Arrangement is scheduled to be held at McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario M5J 2T3 on June 8, 2022, at 2:00 p.m. (Toronto time) (the “Meeting”).

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The proxy voting deadline is 2:00 p.m. (Toronto time) on June 6, 2022.
The Novamind Board of Directors unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Full details of the Arrangement are described in the Company’s management information circular dated May 6, 2022 (the “Circular”) and can be found on the Company’s website at www.novamind.ca/ir/. The Circular is also available under the Company’s profile at www.sedar.com.

How to Vote

Your vote is important regardless of the number of Novamind Shares you own.

Voting for Beneficial Shareholders

  • INTERNET: Go to www.proxyvote.com and enter your 16-digit control number found on your voting instruction form to vote online.
  • TELEPHONE: Call 1-800-474-7493 and enter your 16-digit control number found on your voting instruction form to vote by telephone.

Voting for Registered Shareholders

  • INTERNET: Go to www.voteproxy.ca. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen.
  • FAX: Complete, date and sign the proxy and fax it to 1-604-200-5061

Shareholder Questions and Assistance

If you have questions relating to the Arrangement, or require voting assistance, please contact Novamind’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada (+1-416-304-0211 for international calls) or by e-mail at assistance@laurelhill.com.

About Novamind
Novamind is a leading mental health company enabling safe access to psychedelic medicine through a network of clinics and clinical research sites. Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization specialized in clinical trials and evidence-based research for psychedelic medicine. For more information on how Novamind is enhancing mental wellness and guiding people through their entire healing journey, visit novamind.ca.

Contact Information
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com

Novamind
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512

Samantha DeLenardo, VP, Communications
Email: media@novamind.ca

Investor Relations
Email: IR@novamind.ca

Forward-Looking Statements
This news release contains forward-looking statements, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to the Arrangement and the Meeting. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations including the risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. 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

Cautionary Statements
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.