Empower Clinics to Acquire Four Operational Ontario Clinics with 400,000 Patient Files - Seite 2

The Medi-Collective's Clinic Expansion Pipeline Increases to 41

The status of our clinic pipeline in Canada can be summarized as follows:

• Operational - 4
• In Development & Construction - 8
• In Due Diligence - 21
• Acquisition - 8

Total - 41

Advanced discussions continue for additional locations across various provinces, including but not limited to Alberta, British Columbia and New Brunswick. The next TMC Clinic opening is scheduled for November 1, 2021, in Mississauga, Ontario.

Terms of Proposed $4,800,000.00 CAD Acquisition

Under the proposed terms, the Company will pay $2,500,000.00 at Closing and a $250,000.00 Post-Closing Payment for an aggregate cash payment of $3,000,000.00. The Post-Closing Payment will be held back by the Company pending satisfaction of the performance milestones set out in the definitive agreement and, if earned, will be released six months following the Closing. At Closing, the Company will issue common shares in the capital of Empower having an aggregate value of $1,550,000.00 at a deemed price per Share equal to the 10-day volume weighted average closing price per Share on the Canadian Securities Exchange (the "CSE") for the period ending on the last business day prior to the Closing. Such Shares will not be subject to escrow or lock-up but shall be subject to applicable hold periods and all other rules and policies of the CSE and applicable securities laws. Further, the issuance at the Closing of Shares having an aggregate value of $500,000.00 at a deemed price per Share equal to the 10-day volume weighted average closing price per Share on the CSE for the period ending on the last business day prior to the Closing, which, at the Closing, will be issued into escrow with an escrow agent appointed by Empower, and will vest in quarterly instalments over 24 months from the Closing.

Closing will be conditional upon successful due diligence by both parties participating in good faith on or before early December.

The Company announces that it has granted, effective September 22, 2021, an aggregate of 100,000 stock options and effective September 23, 2021 an aggregate of 200,00 stock options (each, an "Option") to certain employees and contractors of the Company in accordance with the Company's stock option plan. Each Option is exercisable into one common share in the capital of the Company (each, a "Share") at a price of $0.43 and $0.47 respectively per Share, being the closing price of the Shares on the Canadian Securities Exchange on the date of grant and the trading date before the date of grant for a period of three years from the date of grant. The Shares will be subject to a hold period of four months commencing on the date of grant of the Options.