Mednow Announces Filing of Prospectus Supplement

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

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 and May 9, 2023, the Company has entered into an agency agreement dated May 9, 2023 (the "Agency Agreement") with Gravitas Securities Inc. (the "Agent"). Pursuant to the Agency Agreement, the Company proposes to complete a "commercially reasonable efforts" offering by way of prospectus supplement to the Company’s base shelf prospectus dated July 15, 2022 (the “Offering”). The Offering is comprised of up to 3,703,704 units of the Company (“Units”) at a price of $0.27 per Unit (the “Unit Price”) for aggregate gross proceeds of up to $1,000,000 (the “Financing Proceeds”). 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 the closing date of the Offering (the “Closing Date”).

Each Unit will consist of one Class A common share in the capital of Mednow (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share at a price equal to $0.41 for a period of 5 years following the Closing Date, subject to acceleration in certain circumstances. The Company anticipates that the Warrants will be governed by a warrant indenture to be entered into between the Company and Endeavour Trust Corporation, as warrant agent, on or before the Closing Date.

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.

It is anticipated that the Proceeds will be used by the Company primarily for working capital and general corporate purposes. The Offering is subject to TSXV approval.

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 terms of the Offering and the Non-Brokered Private Placement and the intended use of proceeds from the Offering and the Non-Brokered Private Placement. 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 Offering will close and will do so on the proposed terms; that the Company will be able to utilize the Financing Proceeds 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 complete the Offering; the risk that the Offering may not be completed on the anticipated terms; the risk that required regulatory approval for the Offering is not obtained; 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230511005478/en/

Investor Relations:

Benjamin Ferdinand, Chief Financial Officer

ir@mednow.ca

1.855.686.6300

Source: Mednow Inc.