Noveris Health Sciences Announces Proposed Private Placement of Convertible Debentures for up to $500,000

Noveris Health Sciences Inc. (CSE: NVRS) (FSE: 0NF1) (OTC Pink: MYCOF) (the " Company " or " Noveris ") is pleased to announce its intention to complete a non-brokered private placement of convertible debentures of the Company (the " Debenture s") in an aggregate principal amount of up to $500,000, issuable in increments of $1,000 principal amount, for aggregate gross proceeds of up to $500,000 (the " Offering "). The Offering is expected to close on or about August 28, 2026 (the " Closing Date "). The Debentures will bear interest at a rate of 10% per annum, which interest is payable in Common Shares on the date of conversion of the Debentures, and will mature 12 months from the Closing Date. At the option of the holder, at any time after the date that is four (4) months from the Closing Date (each such date, a " Conversion Date "), the outstanding principal amount of the Debentures may be converted into units of the Company (each, a " Unit ") at a conversion price per Unit equal to the greater of (i) $0.05 and (ii) the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange (the " CSE ") for the 20 trading days immediately preceding the applicable Conversion Date. Each Unit will be comprised of one common share of the Company (each, a " Common Share ") and one common share purchase warrant of the Company (each, a " Warrant "). Each Warrant will entitle the holder to purchase one Common Share at an exercise price equal to the greater of (i) $0.05 and (ii) the volume-weighted average trading price of the Common Shares on the CSE for the 20 trading days immediately preceding the applicable Conversion Date, as determined by the CSE, for a period of 24 months commencing from the date of issuance. The Debentures will contain customary events of default, including non-payment of principal, failure to convert as required by the holder, and bankruptcy and insolvency events. The Company intends to use the net proceeds of the Offering for general working capital, general and administrative expenses, and research and development. The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE. No change of control of the Company will result upon completion of the Offering. All securities issued under the Offering, and any securities issuable on conversion of the Debentures or exercise of the Warrants, will be subject to a statutory hold period expiring four months and one day from the Closing Date in accordance with applicable Canadian securities laws, including National Instrument 45-102 – Resale of Securities. The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. About Noveris Health Sciences Inc. Noveris Health Sciences Inc. is a Canadian life sciences company focused on opportunities in mental health and therapeutic innovation. Additional information concerning the Company is available under its profile on SEDAR+ at www.sedarplus.ca and at www.noveris.health . On behalf of the Board of Directors NOVERIS HEALTH SCIENCES INC. Jason Birmingham, Chief Executive Officer For Further Information Tel: +1 778-900-NVRS (6877) Email: [email protected] Web: www.noveris.health