Medivolve Announces CAN $1.2 Million Convertible Note Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Dec. 23, 2022 (GLOBE NEWSWIRE) — Medivolve Inc. (“Medivolve” or the “Company”) (NEO:MEDV; FRA:4NC), a healthcare technology and services company, today announced a secured convertible note financing in the amount of CAN $1.2 million, which includes a CAN $200,000 original issue discount (“OID”).

CAN $1.2 Million Secured Convertible Note

This investment will be in the form of a secured convertible note (the “Note”) with a face value of CAN $1.4 million, for aggregate gross proceeds to the Company of CAN $1.2 million after deduction of the OID. Cumulative interest on the outstanding principal amount shall be payable at the annual rate of 8.0% per annum. The Note is expected to mature on December 31, 2023 and will be convertible, at the option of the holder after four months and one day following issuance and subject to certain conditions, into units (the “Units”) at a price of CAN $0.40 per Unit. All amounts outstanding under the Note are expected to be secured by a first ranking security interest over all of the Company’s present and after acquired personal property. Closing of the Note financing is conditional upon receipt of NEO approval and the completion of due diligence and definitive legal documentation and is anticipated to close on or about December 30, 2022. No finder’s fees are expected to be paid in connection with the offering.

Each Unit will consist of one common share of the Company and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of CAN $0.50 for a period of five years following the closing date of the offering. Proceeds of the offering will be used to repay existing debt and for general working capital purposes.

About Medivolve

Medivolve (NEO: MEDV; OTC: MEDVD; FRA: 4NC) is a healthcare technology company that seeks to reinvent the US healthcare system by leveraging a bespoke telehealth platform, a clinical diagnostic network, and a data-driven AI framework to improve patient care.

The Company was born out of the healthcare crisis; to rethink, relearn and ultimately, reimagine a better way for the healthcare system to operate. Our network of retail collection sites play an important role in recovery by giving Americans access to fast, accurate, and inexpensive clinical services when and where they need it. These centers will also play a pivotal role in diagnostic testing, vaccinations, and other point-of-care services. We are building disruptive technologies to make it easier and faster to identify, treat, and prevent medical issues. In doing so, we are working to give patients a holistic and empowered view of their personal health.

Our long-term mission is to address systemic issues in the nation’s fragmented, overly complex, and expensive healthcare system. Medivolve’s next phase of growth is about pivoting the model and putting the pieces together to build a profitable health-tech company. We are developing a singular, streamlined technology network to provide data-driven physician consultations, clinical diagnostics, and prescription services. Our team is united by a powerful, singular purpose: harnessing the transformative power of technology to create healthier lives.

Underpinned by a bespoke, AI-driven platform, we’re developing a system that constantly gets smarter, takes the guesswork out of diagnostics, and flags critical health issues to help physicians, delivering a high level of personalization for each patient.

For investing inquiries, please contact: David Preiner, info@medivolve.ca, 702-990-3737.

Cautionary Note Regarding Forward-looking Information

This press release contains “forward‑looking information” within the meaning of applicable Canadian securities legislation. Forward‑looking information includes, but is not limited to, statements regarding the convertible note financing, the anticipated use of proceeds and the expected closing date, and the Company’s future plans. Generally, forward‑looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward‑looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward‑looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; accidents, labour disputes and shortages and other risks of the healthcare industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‑looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The securities to be offered in the financing or any subsequent conversions have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.