Mr. Shane Bishop reports

CUSTOM HEALTH COMPLETES ACQUISITION OF SPENCER HEALTH SOLUTIONS, BRINGING IN-HOME MEDICATION DISPENSING TECHNOLOGY FULLY IN-HOUSE

Effective Sept. 4, 2026, Custom Health Holdings Inc. completed its acquisition of Spencer Health Solutions Inc., pursuant to the definitive agreement announced on Aug. 5, 2026.

• Effective Sept. 4, 2026, Custom Health has completed its previously announced acquisition of Spencer Health Solutions, developer of the spencer smart medication dispenser and in-home monitoring platform, giving the company full ownership of the spencer technology, intellectual property and product road map.
• Spencer now operates as a wholly owned subsidiary of Custom Health, eliminating third party support, infrastructure and device costs previously incurred under Custom Health's prior deployment arrangement, which is expected to result in improved margins and profitability for Custom Health.

Spencer, the developer of the spencer smart medication dispenser and in-home monitoring platform, is now a wholly owned subsidiary of Custom Health, with the Spencer team to be integrated into the company's operations. The acquisition brings Spencer's in-home medication dispensing and monitoring technology, intellectual property, and product capabilities fully in-house, further strengthening Custom Health's integrated approach to medication management at home and improving the company's profitability. Spencer's technology will complement Custom Health's existing pharmacy, clinical and technology infrastructure, supporting the company's continued expansion across Canada and the United States.

Shane Bishop, chief executive officer of Custom Health, commented: "With the acquisition of Spencer now complete, Custom Health owns the full technology stack supporting its in-home medication management model, from dispensing hardware through to pharmacist-led clinical follow-up. Bringing this technology and expertise in-house gives us greater control over our product road map and allows us to align the development of our hardware and software more closely with the needs of our pharmacy and clinical operations. The combination of Spencer's connected in-home technology with Custom Health's pharmacist-led care, including Remote Therapeutic Monitoring, is already an important part of our medication management model. We can now more closely integrate those capabilities through AdhereNet to support faster development, improve operational efficiency and reduce per-patient costs as Custom Health continues to scale."

Transaction summary

The transaction was effected by way of a statutory merger between Spencer and a wholly owned subsidiary of the company, with Spencer surviving as a wholly owned subsidiary of Custom Health. In connection with the transaction, the company paid consideration of $1.5-million (U.S.) in cash and stock consideration to be delivered through prefinanced warrants exercisable for common shares of the company at any time from 90 days following the closing of the transaction until 15 months following the closing based on the market price of the shares at the time of exercise of each applicable warrant with an aggregate value of approximately $23.5-million (U.S.) (subject to adjustments for working capital and other amounts as set out in the agreement) plus a 12-per-cent annualized gross up adjustment amount for each warrant calculated based on the actual number of days elapsed from the closing to the date of exercise of each warrant all in accordance with their terms. The number of shares issuable upon the exercise of the warrants is subject to certain additional issuance limits as agreed between the parties to the agreement and in accordance with certain issuance limits pursuant to the policies of the Toronto Stock Exchange (the TSX), including an aggregate cap of 24.999 per cent on the number of shares issuable pursuant to the transaction and an individual cap of 19.99 per cent of the number of shares issued and outstanding immediately prior to closing in accordance with TSX policies, with the equivalent value of any such unissued shares to be recognized by the issuance of one or more promissory notes issuable by the company upon the exercise of the warrants. Under the terms of this agreement, Custom Health's existing funding and forbearance arrangement with Spencer and Research Corp. Technologies Inc. converted into full ownership by Custom Health.

The company received conditional approval of the TSX for the transaction on Aug. 25, 2026.

Certain securities issued in connection with the transaction 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.

About Custom Health Holdings Inc.

Custom Health is an artificial-intelligence-enabled health care technology company building the infrastructure for medication management at home. The company connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient's medication use and support timely clinical action. Powered by its proprietary AdhereNet platform, Custom Health operates an integrated pharmacy network across Canada and the United States as part of its broader infrastructure, supporting medication delivery, medication-use insights, and pharmacist-led care to enable earlier intervention and better medication management at home.

We seek Safe Harbor.