Vancouver, British Columbia, February 27, 2026 - TheNewswire — Noveris Health Sciences Inc. (the “Company”) (CSE: NVRS) (FSE: 0NF0) (OTC: MYCOF) announces today that JJK Holdings Ltd. (“JJK”) acquired a convertible debenture of the Company in the principal amount of CAD $7,878,792 (the “Debenture”) previously held by Pioneer Garage Limited (“Pioneer”) (previously announced as having been acquired by Ray Van Empel, the principal shareholder of Pioneer), pursuant to a privately negotiated purchase agreement (the “Acquisition”).

As previously announced in the Company’s news release of October 14, 2025, the Debenture matures on October 14, 2026, and is convertible at the holder’s option at a conversion price equal to the greater of: (i) the 20-day trailing volume-weighted average trading price of the Company’s common shares as of the conversion date, and (ii) the minimum conversion price permitted by the Canadian Securities Exchange (the “CSE”).

Early Warnings Pursuant to National Instrument 62-103

As of the date of this news release, the Company has 1,235,061 common shares issued and outstanding.   Assuming a conversion price of $0.185 per share (being the most recent closing price of the Company’s common shares on the CSE) and for illustrative purposes only (noting that the actual conversion price may differ based on the conversion price described herein), the Debenture could result in the issuance of 42,588,065 common shares to JJK, representing 97.18% of the Company’s issued and outstanding shares. Prior to the Acquisition, JJK did not own, or exercise control or direction over, any securities of the Company.  

JJK may transfer all or a portion of the Debenture to third parties, and will update its disclosure at such time in compliance with applicable securities laws. There is currently no agreement to effect any such transfers.  JJK may, from time to time, acquire additional securities of the Company for investment purposes and may, from time to time, increase or decrease its beneficial ownership or control of the Company depending on market or other conditions, general economic conditions, the Company’ business and financial condition and other factors.

Prior to the Acquisition, Pioneer held the Debenture, which if converted into 42,588,065 shares as described above, would result in Pioneer holding approximately 97.18% of the Company’s issued and outstanding shares, and Mr. Van Empel held 2 common shares of the Company.  Upon completion of the Acquisition, Pioneer does not hold any securities of the Company, and Mr. Van Empel continues to hold 2 common shares of the Company, representing nil% of the Company’s issued and outstanding shares.

This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62‑104 – Take-Over Bids and Issuer Bids and relates to JJK (which has its head office located at 104 Church Street, Sandyport, Nassau, Bahamas, P.O. Box SP-62707), and Pioneer (which has its head office located at 33320 1st Avenue, Mission, British Columbia, V2V 1G8).   A copy of the Early Warning Reports, with additional information in respect of the foregoing matters, will be available under the Company’ profile on the SEDAR+ website at www.sedarplus.ca, or by contacting the Company.

For further information or to obtain a copy of the Early Warning Reports of JJK or Pioneer, please contact:

NOVERIS HEALTH SCIENCES INC.

Joshua Bartch  

Chief Executive Officer  

Email: bartchjosh@gmail.com

Phone: +1 (888) 871 - 3936

About Noveris Health Sciences Inc.  

The Company is a biotechnology company developing the next generation of innovative medications and therapies to address mental health disorders such as nicotine addiction and posttraumatic stress disorder (PTSD). The core strategy blends advanced technology with an elaborate infrastructure for drug discovery and development. Noveris’s dedicated multinational team constantly develops new paths for breakthrough treatment solutions in areas with considerable unmet needs. By collaborating with some of the world's leading specialists, the Company aspires to responsibly speed up the development of breakthrough medications to provide patients with safer and more effective treatment solutions. At the same time, Noveris’s approach focuses on the next generation of psychedelic medicine by creating innovative compounds with unmatched therapeutic potential through its clinical trial efforts with worldclass scientific and regulatory expertise.  

Forward-Looking Information

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: (i) the potential conversion of the Debenture (including the timing thereof); (ii) the conversion price that may apply at the time of any conversion; (iii) the number of common shares that may be issued upon conversion; and (iv) JJK’s intention to distribute the Debenture to third parties.  Forward-looking statements are based on certain assumptions, including, without limitation, assumptions regarding: (i) the market price and trading volume of the Company’s common shares; (ii) the conversion price determined in accordance with the debenture terms and applicable exchange rules at the time of any conversion; and (iii) that any conversions (if any) will occur in the manner described herein.  Forward-looking statements involve 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, including, without limitation, risks relating to market conditions, the Company’s financial position, the exercise of conversion rights by the debentureholder, and regulatory or exchange review.

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.

NEITHER THE CSE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.