Vancouver, British Columbia – TheNewswire - April 29, 2026 – Noveris Health Sciences Inc. (the “Company”, or “Noveris”) (CSE: NVRS) (FSE: 0NF0) (OTC: MYCOF) wishes to provide 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 CDN $2.3 million, 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 3 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 (the “Term Sheet”) to acquire an equity interest in ELL Stem Cells, privately owned, British Columbia-based, stem cell distributor (the “Target”, and such transaction, the “Acquisition’).  

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 “Definitive Agreement”), the Company will acquire 49% of the equity of the Target for total cash consideration of USD $1 million (the “Purchase Price”), as follows:

• USD $500,000 upon execution of the Definitive Agreement (Effective Date”), in exchange for a 24.5% equity interest;  

• USD $250,000 within 60 days of the Effective Date, in exchange for a 12.25% equity interest; and  

• USD $250,000 within 150 days of the Effective Date, in exchange for a further 12.25% 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 license will be allocated to the parties in proportion to their respective equity interests in the Target.  The Company has made USD $100,000 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 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% equity interest in the Target, the Company will have the option (but not the obligation) to acquire the remaining 51% interest (the “Remaining 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 finder’s fees paid in Financing

The Company also wishes to clarify that finder’s fees payable in connection with its financing announced on March 18, 2026 were in fact CDN $3,000.60, and not CDN $28,050.60 as previously disclosed.

NOVERIS HEALTH SCIENCES INC.

Jason Birmingham  

Chief Executive Officer  

Tel: +1 778-900-NVRS (6877)  

Investor Relations Email: fair@noveris.health  

Web: http://noveris.health

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.

Forward-Looking Statements  

This news release may contain certain “forward-looking statements” and “forward looking information” within the meaning of applicable Canadian and United States securities laws. When used in this news release, the words “intend”, “assume”, “may”, “will”, or “could” and similar words or expressions are intended to identify forward looking statements or information. Forward-looking statements in this news release include, without limitation, statements regarding the Company's intentions respecting the proposed Acquisition, the execution of a Definitive Agreement, the completion of due diligence, the receipt of regulatory and other approvals, the valuation of the Target, the exercise of the option to acquire the Remaining Interest, and the commercialization of the Company’s intellectual property. Forward-looking statements are based on certain assumptions, including, without limitation, assumptions subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties, and uncertain capital markets. The Company does not undertake any obligation to update or revise any forward-looking statements or forward-looking information to reflect new information, future events or otherwise, except as required by applicable laws, rules and regulations.

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