Jack Nathan Health Closes Sale of Canadian Business and Positions for Global Growth

Jack Nathan Medical Corp. (TSXV: “JNH”; OTCQB: “JNHMF”) (the “Company”) is pleased to announce, further to the Company’s November 4, 2024 press release, the successful completion of the sale (the “Asset Sale” or the “Transaction”) of its Canadian business, assets and operations (the “JNH Canadian Business”) to WELL Health Technologies Corp. (“WELL”) as part of its strategic repositioning, other than certain Canadian operations which are being transitioned in connection with the Transaction. The purchase price (the “Purchase Price”) for the JNH Canadian Business was Cdn$5,000,000. Also, in connection with the Transaction, all debt owing by the Company to Wal-Mart Canada Corp. (totaling more than Cdn$15,000,000) has been extinguished. Shareholders of the Company approved the Asset Sale at the special meeting of shareholders held on November 29, 2024. The Company continues to own and operate its Mexican business and operations, including the 155 corporate owned and operated clinics in Walmart locations in Mexico, five Mexican clinics inside Walmart distribution centers servicing Walmart Associates, and one multidisciplinary Mexican clinic.

This transformative transaction marks a significant milestone for Jack Nathan Health, achieving several key outcomes:

• Debt Elimination: The Company has eliminated over Cdn$15 million in debt, including all amounts owed to Wal-Mart Canada Corp., creating a much stronger balance sheet and enhancing financial flexibility.
• Convertible Debenture Cancellation: The cancellation of the Company’s convertible debenture in connection with the Transaction results in the elimination of 152,380,952 potentially issuable shares that had been so issuable pursuant to a conversion of the debenture and exercise of the underlying warrants, which significantly streamlines the Company’s capital structure. As well, 8,500,000 restricted share units previously outstanding under the Company’s Omnibus Equity Incentive Plan have also been cancelled, further enhancing the Company’s capital structure.
• Cash Infusion: The Company has received a cash infusion from the Asset Sale providing support for future growth initiatives.
• Retention of Profitable Mexican Operations: The Company retains ownership and operational control of its profitable network of 155 corporate owned clinics in Walmart locations across Mexico, as well as five clinics located in Walmart distribution centers servicing Walmart Associates and a multidisciplinary Mexican clinic.

Also in connection with the Transaction, the Company’s Mexican subsidiary (“JN Mexico”) and Wal-Mart Canada Corp.(“Walmart”) have entered into a profit sharing agreement, pursuant to which JN Mexico has granted to Walmart in the first year after closing the Asset Sale a 10% interest, and thereafter a 25% interest, in any profit from JN Mexico’s business, which is payable by JN Mexico until such time as a total of Cdn$4 million has been paid to Walmart. This profit share obligation is secured against JN Mexico’s assets.