Mr. Shane Bishop reports

CUSTOM HEALTH ANNOUNCES BINDING LETTER OF INTENT TO acqUIRE EVERGREEN PHARMACY; EXPECTED TO ADD OVER US$78 MILLION IN ANNUAL REVENUE

Custom Health Holdings Inc. has entered into a binding letter of intent (LOI) to acquire Evergreen Pharmacy LLC, a Wisconsin limited liability company operating a specialty pharmacy in West Allis, Wis.

• Custom Health has entered into a binding letter of intent to acquire Evergreen Pharmacy LLC, a Wisconsin-based specialty pharmacy specializing in the management of complex therapies for chronic disease states.
• Evergreen generated revenue of approximately $78.8-million (U.S.) with normalized EBITDA (earnings before interest, taxes, depreciation and amortization) of $600,000 (U.S.), for the 12-month period ended Dec. 31, 2025. Evergreen is a profitable company on both EBITDA and net income basis, and would be immediately accretive to Custom Health's financial profile.
• The proposed acquisition is expected to strengthen Custom Health's ability to support patients managing complex therapies, add a significant base of patients living with chronic conditions and expand the company's operating footprint across the U.S. Midwest, with Evergreen licensed to provide pharmacy services in Wisconsin, Illinois and Michigan, and positioned to expand into Minnesota.

Evergreen is a specialty pharmacy providing "high-touch" patient care, including assistance with complex insurance approvals, monitoring of lab test requirements and results, enhanced patient training and education, on-site and provider-clinic injection services, tele-pharmacy services, and continuing monitoring of patients for side effects and medication adherence. Evergreen achieved revenue of $78.8-million (U.S.), for the 12-month period ended Dec. 31, 2025, with normalized EBITDA (earnings before interest, taxes, depreciation and amortization) of $600,000 (U.S.) during the fiscal year. In its first quarter of 2026, for the three months ended March 31, 2026, Evergreen achieved revenue of $19.6-million (U.S.) with normalized EBITDA of $150,000 (U.S.). Evergreen reported positive net income in both fiscal 2025 and Q1 2026.

Shane Bishop, chief executive officer of Custom Health, commented: "Evergreen is expected to bring a well-established specialty pharmacy with deep expertise in complex, high-touch patient care to our platform. Its clinical capabilities, established provider relationships and consistent revenue base align directly with our strategy of expanding technology-enabled pharmacy and clinical services across North America, and we look forward to working toward a definitive agreement."

Mr. Bishop added: "The proposed acquisition would be expected to boost the company's revenue and profitability, strengthen Custom Health's ability to support patients managing complex therapies, add a significant base of patients living with chronic conditions and expand the company's operating footprint across the U.S. Midwest. Evergreen's high-touch clinical care model is closely aligned with Custom Health's focus on medication management, while its existing prescription volume and provider relationships are expected to strengthen the company's ability to support providers and patients across the care continuum and provide a foundation for additional technology-enabled and pharmacist-led services."

Evergreen is licensed to provide pharmacy services in Wisconsin, Illinois and Michigan, with the ability to expand its service offering into Minnesota. Evergreen's areas of expertise in the delivery of complex specialty medications include: behavioural health, dermatology, gastroenterology (including Crohn's disease and ulcerative colitis), infectious disease, irritable bowel syndrome, rheumatology, addiction, pulmonology, osteoporosis, neurology (migraine), and asthma/allergy.

Transaction details

Under the terms of the LOI, the total purchase price for the acquisition is proposed to be $3.5-million (U.S.), inclusive of not less than $1-million (U.S.) of prescription drug inventory and $450,000 (U.S.) of net working capital. The purchase price is payable in cash on closing of the acquisition, subject to a $175,000 (U.S.) indemnity holdback for the six-month period following closing. Closing is subject to the negotiation and execution of a definitive agreement in respect of the acquisition, completion of due diligence, receipt of all requisite regulatory, and third party approvals and other customary closing conditions. Subject to the satisfaction of all conditions precedent thereto, the company presently expects the acquisition to be completed in Q3 2026.

Evergreen -- select unaudited financial information

The attached table is a summary of Evergreen's unaudited revenue and financial performance for the fiscal year ended Dec. 31, 2025, and the three-month period ended March 31, 2026, presented in U.S.-dollar currency.

Debt settlement

The company also announces that it has issued an aggregate of 99,646 common shares in the capital of the company in full and final satisfaction of an aggregate of $578,954.84 owing to certain arm's-length creditors under two promissory notes. The shares are subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.

Leadership update

In addition, the company announces that Robert Guzman has voluntarily resigned from his position as chief compliance and regulatory officer of the company for personal reasons. The company thanks Mr. Guzman for his contributions during his tenure.

About Custom Health Holdings Inc.

Custom Health is an artificial-intelligence-enabled health care technology company that operates an infrastructure platform designed to ensure medication therapy works as intended. The company connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient's therapy. Powered by the proprietary AdhereNet platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, continuous monitoring, and clinical action to enable earlier engagement and support improved outcomes.

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