Mednow Announces Closing of Prospectus Supplement Financing Led by Gravitas Securities and Concurrent Non-brokered Private Placement for Aggregate Proceeds of $1.1 Million

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VANCOUVER, British Columbia--(BUSINESS WIRE)-- Mednow Inc. (TSXV: MNOW) (OTCQX: MDNWF) ("Mednow" or the "Company"), Canada’s on-demand virtual pharmacy, is pleased to announce that further to the Company’s news releases dated April 24, 2023, May 9, 2023 and May 10, 2023, the Company has closed its previously announced "commercially reasonable efforts" offering by way of prospectus supplement (the “Offering”). Pursuant to the Offering, the Company issued 1,945,415 units of the Company (“Units”) at a price of $0.27 per Unit (the “Unit Price”) for aggregate gross proceeds of approximately $525,262. The Offering was completed pursuant to an agency agreement dated May 9, 2023 (the "Agency Agreement") with Gravitas Securities Inc. (the "Agent").

Pursuant to the Agency Agreement, the Agent has the option to increase the size of the Offering by up to an additional 555,555 Units (the “Over-Allotment Option”), exercisable in whole or in part at any time for a period of 30 days after the date hereof (the “Closing Date”).

In connection with the Offering, the Agent received a cash commission of $42,020.96, 155,633 warrants (each a “Broker Warrant”). Each Broker Warrant is exercisable to acquire one Unit at the Unit Price for a period of 5 years from the Closing Date. In addition, the Company paid to the Agent a corporate finance fee of 97,270 Units.

Each Unit issued pursuant to the Offering consists of one Class A common share in the capital of Mednow (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at a price equal to $0.41 for a period of 60 months following the Closing Date, subject to acceleration in certain circumstances. The Warrants are governed by the terms of a warrant indenture (the “Indenture”) dated May 15, 2023 between the Company and Endeavour Trust Corporation, as warrant agent, a copy of which will be available under the Company’s profile at www.sedar.com. For further details regarding the Warrants, please refer to the Indenture.

The Offering was completed pursuant to a prospectus supplement dated May 9, 2023 to the Company’s short form base shelf prospectus dated July 15, 2023 in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The Company anticipates using the proceeds of the Offering for working capital and general corporate purposes.

Private Placement

Concurrently with closing of the Offering, the Company closed a non-brokered private placement of 2,166,667 Units (the “Private Placement”) for gross proceeds of $585,000. The Units issued pursuant to the Private Placement have the same terms as those issued pursuant to the Offering.

In connection with the Private Placement, the Company paid finder’s fees of $23,400, issued 86,666 finder’s warrants (the “Finder’s Warrants”) and paid a fiscal advisory fee through the issuance of 86,666 Units. Each Finder’s Warrant is exercisable to acquire one Unit at the Unit Price for a period of 5 years from the Closing Date. All securities issued pursuant to the Private Placement will be subject to a four-month hold period from the date of issue.

Ali Reyhany, chief executive officer and co-founder, invested $300,000 as part of the Offering. This investment, when combined with previous investments he has made directly or indirectly in Mednow's stock, cumulatively represents over $2,545,000 since the Company's initial public offering in March, 2021.

The Company anticipates using the proceeds of the Private Placement for working capital and general corporate purposes as well as the repayment of certain indebtedness owing to an insider of the Company.

Certain insiders of the Company acquired an aggregate of 2,166,667 Units pursuant to the Private Placement and a portion of the proceeds from the Private Placement were used for the repayment of indebtedness to insiders. Accordingly, the Private Placement, to the extent of the insider participation, and the repayment of indebtedness are considered related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 with respect to the insider participation in the Private Placement and repayment of indebtedness pursuant to the exemptions in section 5.5(a) and 5.7(1)(a) of MI 61-101, as none of the fair market value of the Units acquired by the insiders, the consideration paid therefor or the amount of indebtedness repaid to insiders, exceeds 25% of the Company’s market capitalization.

About Mednow (TSXV: MNOW) (OTCQX :MDNWF) Mednow 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 labelled with the date and time of the next dose.

To learn more, follow Mednow on Facebook, Twitter, LinkedIn, and Instagram, or visit our website at www.mednow.ca/.

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

Cautionary Statements Regarding Forward-Looking Information:

This news release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the intended use of proceeds from the Offering and the Private Placement and the potential exercise of the Agent’s over-allotment option under the Offering. Although Mednow believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: “believe,” “expect,” “anticipate,” “intend,” “estimate,” “postulate” and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance and that such forward-looking information is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, that the Company will be able to utilize the proceeds of the Offering and the Private Placement in the manner intended; that general business and economic conditions will not change in a material adverse manner; that applicable regulatory approvals will be received; and assumptions regarding political and regulatory stability and stability in financial and capital markets.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others: the risk that the Company may not be able to utilize the proceeds of the Offering and the Private Placement in the manner intended; the state of the financial markets for the Company’s securities; recent market volatility and potentially negative capital raising conditions resulting from the continued COVID-19 pandemic and risks relating to the extent and duration of such pandemic and its impact on global markets; the conflict in Eastern Europe; the Company’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time.

The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

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Investor Relations:

Benjamin Ferdinand, Chief Financial Officer

ir@mednow.ca



1.855.686.6300

Source: Mednow Inc.