Empower Clinics Inc.

Immediate market access expansion to commence in Canada and the US

VANCOUVER BC / ACCESSWIRE / July 30, 2021 / EMPOWER CLINICS INC. (CSE:CBDT)(Frankfurt:8EC)(OTCQB:EPWCF) ("Empower" or the "Company") an integrated healthcare company - serving patients through medical centers, telemedicine platforms and a high complexity medical diagnostics laboratory processing thousands of COVID-19 specimens - is pleased to announce it has completed the acquisition of all issued and outstanding shares of Medi+Sure Canada Inc. ("MediSure") for a total purchase price of C$3.5M (the "Transaction").

Diabetes is a chronic disease that occurs when the pancreas does not produce enough insulin or effectively use the insulin it produces. A global health threat, diabetes was responsible for approximately 1.5 million deaths in 2019 and has seen the number of people impacted from the disease escalate from 108 million in 1980 to 422 million in 2014. Effective management of diabetes is possible, which is why high-quality, affordable MediSure diabetic blood glucose meters and test strips are critical to effective ongoing treatment for patients and payers alike.

Founded in 2010, MediSure has been dedicated to producing affordable, quality diabetes products that bring economic value to the diabetes testing market while delivering world-class training and educational support to those living with the disease. MediSure has an established pharmacy footprint in Canada that completely aligns with the Empower growth strategy of working with and supporting pharmacies and the communities they serve.

"I could not be more excited to announce this deal and welcome MediSure to Empower," said Steven McAuley, CEO and Chairman of Empower. "The closing of this acquisition fits seamlessly into our North American e-commerce and product distribution strategy. We will be immediately applying for FDA approval and expanding to the US market to dramatically enhance the business model of MediSure, maximizing its potential for the Company, our shareholders and those suffering from this chronic disease. We also will expand products lines and introduce MediSure to our extensive pharmacy network."

"When we met with Empower it quickly became apparent to me and the MediSure team that both companies have similar and symbiotic missions, to improve the state of healthcare delivery in the communities we serve," said Mario Cortis, President of MediSure. "We are frankly pumped to become a part of this strong, professional team of people led by Steve, who truly care about the health of people who live with chronic diseases."

"We believe that with Empower's resources, strategies and support, we will dramatically scale our business and make continued positive impacts on the healthcare industry in Canada and beyond," said Mr. Cortis.

The Transaction was completed pursuant to the terms of a share purchase agreement dated July 30, 2021, between the Company and Mr. Cortis, MediSure's sole shareholder. In consideration for the acquisition of the MediSure shares from Mr. Cortis, the Company: (i) paid Mr. Cortis a cash payment of $1,250,000, of which $250,000 will be held back for 12 months to satisfy any potential contingent liabilities as defined in the purchase agreement; and (ii) issued Mr. Cortis an aggregate of 4,582,483 common shares in the capital of the Company (each, a "Share") at a deemed price of $0.491 per Share (being the volume weighted average trading price of the Shares on the Canadian Securities Exchange for the 10 trading days ended July 28, 2021), of which 2,545,824 were issued without resale restrictions and an aggregate of 2,036,659 Shares are subject to contractual restrictions on transfer pursuant to which 1/8 of such Shares will become freely tradeable on October 30, 2021 and 1/8 of such Shares will become freely tradeable each three months thereafter until July 30, 2023.

This press release is available on the Empower Clinics Verified Forum on AGORACOM for shareholder discussion, questions, and engagement with management https://agoracom.com/ir/EmpowerClinics

ABOUT MEDISURE:

MediSure Canada is a Canadian medical device company dedicated to bringing value to the high cost of diabetes, both to patients and insurers. MediSure's products are designed and manufactured with safety and durability in mind, meeting all ISO standards with world-class quality controls. Equipped with features that lead the industry in technology, MediSure's products are designed to offer a user-friendly experience and an overall improved approach to diabetes management.

ABOUT EMPOWER:

Empower is an integrated healthcare company that provides body and mind wellness for patients through its clinics, with digital and telemedicine care, and world-class medical diagnostics laboratories. Supported by an experienced leadership team, Empower is aggressively growing its clinical and digital presence across North America. Our Health & Wellness and Diagnostics & Technology business units are positioned to positively impact the integrated health of our patients, while simultaneously providing long term value for our shareholders.

ON BEHALF OF THE BOARD OF DIRECTORS:

Steven McAuley
Chief Executive Officer

CONTACTS:

Investors:
Steven McAuley CEO
s.mcauley@empowerclinics.com
604-789-2146

Investors:
Tamara Mason
Business Development & Communications
t.mason@empowerclinics.com
416-671-5617

DISCLAIMER FOR FORWARD-LOOKING STATEMENTS

This news release contains certain "forward-looking statements" or "forward-looking information" (collectively "forward looking statements") within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements can frequently be identified by words such as "plans", "continues", "expects", "projects", "intends", "believes", "anticipates", "estimates", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. Forward-looking statements in this news release include, but are not limited to, statements regarding: the expected benefits to the Company and its shareholders as a result of the acquisition of MediSure; the proposed expansion of Medisure sales into the United States; and the future potential success of MediSure's business. to be a market- leading service provider for complex patient requirements in 2020 and beyond. Such statements are only projections, are based on assumptions known to management at this time, and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements, including: that circumstances may prevent the proposed expansion of operations into the United States; that MediSure's products may not continue to be purchased at a level consistent with past results; that products sold may not work as expected; that legislative changes may have an adverse effect on the Company's business and product development; that the Company may not be able to obtain adequate financing to pursue its business plan; general business, economic, competitive, political and social uncertainties; and other factors beyond the Company's control. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned not to place undue reliance on the forward-looking statements in this release, which are qualified in their entirety by these cautionary statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements in this release, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws.

SOURCE: Empower Clinics Inc.

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