Mednow Announces Amendment to Terms of Prospectus Supplement Offering

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO--(BUSINESS WIRE)-- Mednow Inc. (TSXV: MNOW) (OTCQX: MDNWF), Canada’s on-demand virtual pharmacy, announced today that further to its news release dated April 24, 2023, the Company has amended the terms of its offering by way of prospectus supplement for proceeds of up to $1,000,000 (the “Offering”) led by Gravitas Securities Inc. (the “Agent”). Pursuant to the Offering, the Company has engaged the Agent to offer on a “commercially reasonable efforts” basis up to 3,703,704 units of the Company (“Units”) at a price of $0.27 per Unit (the “Unit Price”). The Company has agreed to grant the Agent an option to increase the size of the Offering by up to 15% (the “Over-Allotment Option”), exercisable in whole or in part at any time for a period of 30 days after closing of the Offering.

Each Unit will consist of one Class A common share in the capital of Mednow (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price equal to $0.41 for a period of 5 years from the closing date. The Units will be qualified for distribution by way of shelf prospectus supplement pursuant to a short form base shelf prospectus of the Company dated July 15, 2022.

In consideration for the Agent’s services with respect to the Offering, Mednow will (i) pay the Agent a cash fee of 8% of the aggregate gross proceeds of the Offering (including Units sold pursuant to exercise of the Over-Allotment Option); and (ii) issue such number of warrants (the “Broker Warrants”) equal to 8% of the aggregate number of Units sold pursuant to the Offering (including Units sold pursuant to exercise of the Over-Allotment Option). Each Broker Warrant will be exercisable to acquire one Unit at the Unit Price for a period of 5 years from the closing date.

The net proceeds of the Offering are intended to be used for working capital and general corporate purposes.

The Offering remains subject to receipt of TSX Venture Exchange and all other necessary regulatory approvals.

About Mednow

Mednow (TSXV: MNOW) (OTCQX: MDNWF) is a healthcare technology company offering virtual access with a high-standard of care. Designed with accessibility and quality of care in mind, Mednow provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, doctor consultations, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience and the specialized PillSmart™ system that packages prescriptions in easy to use daily dose packs, each labeled with the date and time of the next dose.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.

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

Cautionary Note Regarding Forward-Looking Statements:

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding the terms of the Offering and the anticipated use of proceeds of the Offering are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release including that the Offering will close and will do so on the anticipated terms; and that the Company will use the net proceeds in the manner contemplated. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Offering will not close or will not close on the anticipated terms or timeline; and that the Company will not be able to utilize the proceeds in the manner contemplated. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230509006334/en/

Investor contact:

Lorraine Cardenas

1-855-686-6300

ir@mednow.ca

Source: Mednow Inc.