Mednow Announces Senior Secured Convertible Debenture Financing of up to $3,000,000 Led by Gravitas Securities

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE 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 it has engaged Gravitas Securities Inc. (the “Agent”) to offer on a "commercially reasonable efforts" basis senior secured convertible debentures of the Company (each, a “Convertible Debenture”) at a price of $1,000 per Convertible Debenture for gross proceeds to the Company of up to $3,000,000 (the “Offering”). The Company has further 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 Convertible Debenture will bear interest at a rate of 12.0% per annum and mature thirty-six (36) months following the date of issuance (the “Maturity Date”). The principal amount of each Convertible Debenture (the “Principal Amount”) will be convertible into 2,857 units (each a “Unit”) at a conversion price of $0.35 per Unit (the “Conversion Price”) at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date; and (ii) the business day immediately preceding the date specified by the Company for the redemption of the Convertible Debentures.

Each Unit will be comprised 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 of $0.45 per Common Share for a period of 36 months from the date of issuance thereof, subject to applicable policies of the TSX Venture Exchange (the “TSXV”).

All interest accrued on the Convertible Debentures will be payable in units (“Interest Units”) (or if the holder is a Non-Arm’s Length Party (as such term is defined in the policies of the TSXV), Common Shares) at a price equal to the daily volume weighted average trading price of the Common Shares on the TSXV for the consecutive five (5) trading days of the Common Shares on the TSXV preceding the date of the interest payment (the “VWAP”) or such other price as is required by the TSXV. The interest will be payable in arrears on the earlier of the conversion of the Convertible Debentures and the Maturity Date, less any tax required to be deducted and withheld.

Each Interest Unit will be comprised of one Common Share and one Common Share purchase warrant (each, an “Interest Warrant”) of the Company. Each Interest Warrant will be exercisable by the holder for a period of 36 months from the date of issuance, subject to applicable policies of the TSXV, to acquire one Common Share at a price equal to a 25% premium to the VWAP per Common Share.

At any time following the 12 month anniversary of the date of issuance, the Company may, at its option, elect to redeem, in whole or in part, the Convertible Debentures, on not more than 60 days’ and not less than 30 days’ prior written notice, at a redemption price equal to 110% of the Principal Amount thereof (payable in cash) plus interest in an amount equal to all interest accrued to such date and all interest that would have otherwise accrued on the Convertible Debentures to the Maturity Date but for such redemption. Such interest will be payable in cash or by way of issuance of Interest Units (or if the holder is a Non-Arm’s Length Party, Common Shares) at a price equal to the VWAP or such other price as is required by the TSXV.

Subject to the prior conversion or redemption of the Convertible Debentures, on the Maturity Date the outstanding principal amount of the Convertible Debentures will be repayable to holders in cash.

The Convertible Debentures will rank senior, secured by all of the assets and property of the Company, subject to certain equipment specific permitted encumbrances, pursuant to a general security agreement, and guaranteed by the Company’s wholly-owned subsidiaries, other than London Pharmacare Inc., Liver Care Canada Inc. and Infusicare Canada Inc. and such guarantee shall be secured by a security agreement executed by the subsidiaries granting a first priority security interest on all of their present and after acquired personal property, including, but not limited to all of their accounts receivable. There will also be a share pledge of the shares of certain of the Company’s subsidiaries in favour of the Convertible Debenture holders.

The net proceeds received by the Company from the Offering are intended to be used for strategic acquisition opportunities, working capital and for general corporate purposes.

In consideration for the Agent’s services in connection with the Offering, Mednow will (i) pay the Agent a cash fee of 8% of the aggregate gross proceeds of the Offering (including the Over-Allotment Option), and (ii) issue such number of warrants (the “Broker Warrants”) as is equal to 8% of the quotient obtained by dividing (X) the aggregate principle of the Convertible Debentures sold under the Offering (including the Over-Allotment Option) by (Y) the Conversion Price. Each Broker Warrant will entitle the holder to acquire one Unit of the Company (on the same terms as the Units underlying the Convertible Debentures) at an exercise price equal to the Conversion Price for a period of 36 months from the date of issuance thereof.

The Offering remains subject to receipt of TSXV approval and all other necessary regulatory approvals.

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 intended use of proceeds from 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 Offering will close and will do so on the proposed terms; that the Company will be able to utilize the net proceeds of the Offering 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 approvals, including approval of the TSXV, for the Offering are not obtained; the risk that the Company may not be able to use the proceeds of the Offering as 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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

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/20221107005466/en/

Investor Relations:

Benjamin Ferdinand, Chief Financial Officer

ir@mednow.ca

1.855.686.6300

Source: Mednow Inc.