Mr. Steven McAuley reports

EMPOWER CLINICS ANNOUNCES PROPOSAL FOR DIVISION SPIN OUT

After a strategic review, Empower Clinics Inc. has determined that it intends to complete a direct spin-out of a wholly owned subsidiary of the company (Subco) and vend in a health care artificial intelligence (AI) technology or service company (the target). The transaction is currently anticipated to proceed by way of plan of arrangement, pursuant to which it is anticipated the Subco will be spun out to as a new issuer on the Canadian Securities Exchange and, in conjunction, the target will be acquired. The various transactions will be subject to final tax and legal structuring considerations. Empower shareholders will receive Subco shares distributed directly to the shareholders of Empower on a pro rata basis.

Steven McAuley, chairman and chief executive officer of Empower, commented: "As we have progressed through our previously announced strategic reviews, it became evident that unlocking shareholder value in the markets going forward is not only prudent, but an important commitment to our shareholder base. By creating a spinout that is focused as a pure play health care AI company and platform, we believe it simplifies the message and direction of Empower and Subco, and allows shareholders and investors to know exactly the direction for each company."

Further details on the target

Artificial intelligence and machine learning (ML) are making significant impacts to industries around world, and the health care sector will be a huge beneficiary of these technology advancements.

The company has been working through due diligence on numerous AI technology platforms and companies that are building and producing interesting, powerful and exciting advancements.

Empower, through its transition and development into research and clinical trials, is positioned to understand elements of this significant sector of health care and drug development. Patient recruitment for clinical trials must go through major milestones of prescreening, screening and compliance review, as outlined in the specific protocols from each trial created by the sponsors and contract research organizations (CROs) within the pharmaceutical industry.

The application of AI throughout these key steps not only has the potential to significantly impact speed, accuracy and efficiency of these processes, it also could bring far greater success rates in the recruitment of patients.

Advance access to patient rosters and patient data, with AI and machine learning algorithms applied in a secure and compliant manner, has the potential to provide major improvements for the industry at large. The speed with which the industry can identify and recruit eligible patients is one of the most mission critical components of successful new drug development.

Further details of the arrangement

The arrangement is subject to court and shareholder approval, and standard closing conditions. The arrangement cannot close until the required shareholder and court approval is obtained. There can be no assurance that the arrangement will be completed as proposed, or at all.

Further details about the proposed arrangement will be provided in a disclosure document to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the arrangement, any information released or received with respect to the foregoing matters may not be accurate or complete, and should not be relied upon.

The current directors of Empower are Mr. McAuley (chairman and CEO), Andrejs Bunkse (director), Alexis Wukich (director) and a to-be-named chief financial officer. The current Empower directors are available to be appointed as directors of Subco, but no decision or nominations have been established. Empower continues to search for other eligible director candidates for Subco.

About Empower Clinics Inc.

Empower is an integrated health care company with multidisciplinary clinics and a Canadian medical device company and has launched its first clinical research site becoming a site management organization (SMO). Empower is a leader in integrated health care and research solutions and is reshaping the model for patient-first wellness.

We seek Safe Harbor.