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In connection with the Transaction, the Corporation completed a brokered private placement (the “Offering”) of an aggregate of 5,150,000 subscription receipts (the “Subscription Receipts”) at an issue price of $1.00 per Subscription Receipt for aggregate gross proceeds of $5,150,000. Each Subscription Receipt will be converted into one Common Share of the Corporation upon the satisfaction or waiver of certain escrow release conditions (the “Escrow Release”), in accordance with a subscription receipt agreement dated June 12, 2026, among the Corporation, the Agent (as defined herein) and Endeavor Trust Corporation. The Offering was led by Research Capital Corporation (the “Agent”) and was carried out pursuant to an agency agreement dated June 12, 2026 among the Corporation, Guide Health, and the Agent.
