Jack Nathan Health Announces Convertible Debenture Financing with Wal-Mart

June 15, 2023

Jack Nathan Medical Corp. (TSXV: JNH, OTCQB: JNHMF) (“Jack Nathan Health”, “JNH” or the “Company”) is pleased to announce the signing of a secured convertible debenture (the “Debenture”) in the principal amount of C$8,000,000 (the “Transaction”)with Wal-Mart Canada Corp. (“Wal-Mart”).

This Transaction further supports JNH’s national expansion strategy, providing an important catalyst for rapid growth. Commenting on the Transaction, Dr. Glenn Copeland, Chief Executive Officer and Chief Medical Officer of the Company, stated: “We are greatly appreciative of the support that Walmart Canada has shown us throughout the many years. This new investment changes the entire complexion and growth strategy of our Company. With Walmart as our committed partner, we are capable of growing more clinics at an accelerated rate. This commitment allows us to gain access to many more Canadians across the country for all of their medical needs including family practice, urgent care and specialty services all under their respective provincial health plans. We are most grateful to the leadership of Walmart for showing their faith and confidence in us.”

Sam Hamam, Senior Director of Licenses for Wal-Mart, said: “We’re excited to be working with Jack Nathan Health to expand medical clinics to more Wal-Mart stores in Canada. Wal-Mart is committed to making healthcare and wellness more accessible in the communities we serve, and helping our customers live better, every day.”

Terms of the Debenture

Advance and Use of Proceeds

The Debenture provides for one advance in the principal amount of C$8,000,000, which advance shall occur on Closing (as defined below). The proceeds from the Debenture are to be used for the operations of Jack Nathan Health that are operated in collaboration with Wal-Mart, including for the opening of up to 25 new clinics and Quebec infrastructure.

Interest and Maturity

The Debenture shall bear interest at the rate of 9% per annum from the date of issuance (the “Closing”), payable quarterly until the earlier of the Maturity Date (as defined below) or the date of full conversion of the Debenture. Subject to earlier conversion, the Debenture will mature on the date that is three (3) years from the date of issuance (the “Maturity Date”).

Conversion

The principal amount outstanding under the Debenture (the “Principal”) shall be convertible, at the option of Wal-Mart, into units of the Company (each, a “Unit”) at a price of C$0.105 per Unit. Such Principal will be so convertible by Wal-Mart in whole or part, at any time and from time to time prior to the Maturity Date. Each Unit shall consist of one (1) common share in the capital of the Company (each, a “CommonShare”)and one (1) Common Share purchase warrant of the Company (each, a “Warrant”), with each Warrant entitling the holder to purchase one (1) Common Share at an exercise price of C$0.105 until the date that is three (3) years following the date of issue of such Warrant.

Board Nomination Rights and Board Observers

Upon Closing, Wal-Mart shall have the right, but not the obligation, to appoint one (1) individual to the board of directors of the Company (the “Board”). Wal-Mart has indicated that it does not currently intend to exercise this right.

Upon any conversion of the Debenture, Wal-Mart shall be entitled, but not obligated, to appoint up to three (3) individuals to the Board for so long as it holds 30% or greater of the outstanding Common Shares. Wal-Mart’s Board nomination rights shall decrease to two (2) individuals if it holds greater than 20% but less than 30% of the outstanding Common Shares and one (1) individual if it holds greater than 10% but less than 20% of the outstanding Common Shares.

In addition to its Board nomination rights Wal-Mart will be entitled (but not obligated) to appoint two (2) non-voting Board observers.

Closing

The TSX Venture Exchange has conditionally accepted the Transaction. Closing of the Transaction remains subject to approval by shareholders of the Company and the satisfaction of certain customary conditions precedent, including the final acceptance of the TSX Venture Exchange. The threshold required for shareholder approval is a majority of the votes cast with respect to the Transaction at a meeting of shareholders must be in favour of the Transaction. In this regard, the Company has called a shareholders’ meeting for July 19, 2023. Shareholders of the Company will be asked to approve the Transaction at that shareholders’ meeting. All directors and executive officers of JNH representing approximately 24.87% of the outstanding Common Shares have entered into customary voting support agreements and will vote their Common Shares in favour of the Transaction.

About Jack Nathan Medical Corp.

Jack Nathan Medical Corp., operating as Jack Nathan Health®, is one of Canada’s largest healthcare networks. Jack Nathan Health® is an innovative healthcare company that is improving access for millions of patients by co-locating physician and ancillary medical services conveniently located inside Walmart® stores.

Jack Nathan Health® provides an exceptional level of patient care, made possible through patient-centric physicians, a variety of medical services, technology, and programs, designed to put patients first. Our mission is to provide everyone access to the finest quality retail medical centres, with both in-clinic physicians and digital telemedicine, so you and your loved ones can "Live Your Best Life".

Jack Nathan Health® was established in 2006 and continues to expand its international footprint, delivering exceptional, state-of-the-art, turn-key medical centres. In Canada, the Company has 75 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec. 18 clinics, 3 Rehab and 5 MedSpa are corporate owned and operated. In Mexico, the Company has 131 corporate owned and operated clinics in Walmart locations and 4 clinics inside Walmart Distribution Centres servicing Walmart Associates

For more information, visit www.jacknathanhealth.com or www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe”, “estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Forward-looking information contained in this press release includes, without limitation, statements with respect to the completion of the Transaction, expected benefits of the Transaction, the Company’s growth strategy, and the Company’s plans to grow more clinics at an accelerated rate. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: risks associated with the requirement to obtain shareholder and TSX Venture Exchange approvals for the Transaction; changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; the economic and business impact of operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward- looking information, other than as required by applicable law.

Jack Nathan Medical Corp., Mike Marchelletta, Vice Chairman, mike@jacknathanhealth.com

Source: Jack Nathan Medical Corp.