Novo Integrated Sciences Provides Update on Certain Current Actions and Events

Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”), today provides an update with respect to certain actions and events, as follows:

• Purchase and Sale Agreement – Ophir Collection: As previously disclosed, on November 21, 2023 Novo entered into a Purchase and Sale Agreement (“Ophir Agreement”) between the Company and Blake Alsbrook, solely in his capacity as Court-appointed successor receiver (the “Successor Receiver”) in Ocean Thermal Energy Corporation v. C. Robert Coe II, et al., United States District Court for the Central District of California (the “Court”) Case No. 2:19-cv-04299 VAP (JPRx) to acquire a certain collection of 43 gemstones, 42 of which are certified by the Gemological Institute of America, (the “Ophir Collection”), for $60,000,000. On December 1, 2023, the Court approved the Ophir Agreement.
  
  Within two business days following the Company’s execution of the Ophir Agreement, the Company was required to, and did, deposit $25,000 with the Successor Receiver. In addition, in January through March 2024, the Company paid to the Successor Receiver four additional $25,000 deposits to extend and maintain exclusivity related to acquisition of the Ophir Collection.
  

• Novo Awaiting Buyer to Provide Approval of Initial Drawdown of Funds from the Unsecured 15-year $70,000,000 Promissory Note: As previously disclosed, Novo entered into entered into a securities purchase agreement (the “SPA”) with RC Consulting Group LLC in favor of SCP Tourbillion Monaco (the “Buyer”), pursuant to which the Company issued an unsecured 15-year promissory note to the RC Noteholder (the “RC Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents the $57,000,000 purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum. The RC Note is unsecured and there is no provision for the conversion of debt, issuance of any class of shares, or the grant of any warrants by the Company to the Buyer.
  
  As previously disclosed, the Company entered into an Assignment Agreement (the “Assignment”) of the SPA and RC Note with RC Consulting Group LLC and RC Consulting Consortium Group LLC. Pursuant to the terms of the Assignment, RC Consulting Group LLC assigned and transferred to RC Consulting Consortium Group LLC all of RC Consulting Group LLC’s right, title, claim and interest in and to the SPA and the RC Note, and RC Consulting Consortium Group LLC agreed to assume the same.