Mr. Michael Di Cesare reports

JACK NATHAN MEDICAL CORP. ANNOUNCES CEO TRANSITION AND STRATEGIC INVESTOR ALIGNMENT

Jack Nathan Medical Corp. has undergone a leadership transition and strategic alignment designed to support the company's next phase of growth, balance sheet optimization and evaluation of value-enhancing strategic transactions.

Mike Marchelletta will be stepping down as chief executive officer and vice-chairman, effective immediately, to lead a prospective investor syndicate evaluating a potential strategic transaction involving the company. This alignment is intended to position the company for long-term shareholder value creation by exploring innovative capital and partnership structures. There can be no assurance that any transaction will be completed, as any such transaction remains subject to customary conditions precedent, definitive documentation, and applicable regulatory approvals.

Michael Di Cesare, former co-founder and chief operating officer of the company, has been appointed interim chief executive officer and vice-chairman, effective immediately. Mr. Di Cesare brings deep operational continuity and strategic insight as the company advances its restructuring initiatives and evaluates new growth opportunities.

In connection with the transition, Mr. Marchelletta has committed to a series of governance and alignment measures intended to further strengthen shareholder confidence and long-term value creation, subject to applicable securities laws and agreements:

• Entering into a four-month lock-up agreement covering 21 million common shares, representing a significant ownership position, with no current intention to sell;
• Providing continuing voting support in favour of the company and its shareholders;
• Temporarily assigning voting rights associated with these shares to Mr. Di Cesare, as trustee, for the duration of the lock-up period, solely to support governance continuity and shareholder alignment;
• Continuing to support the company's capital position through the voluntary deferral of executive compensation, including previously disclosed deferred president's salary amounts, at zero interest, to prioritize the company's operational and strategic initiatives, as reported in prior management information circulars.

As part of its broader restructuring and balance sheet optimization program, the company has significantly strengthened its financial position, including the elimination of approximately $15-million in debt and the cancellation of approximately 140 million common shares previously issuable under legacy debenture financing arrangements -- enhancing the company's capital structure and strategic flexibility.

Mr. Marchelletta commented: "This transition reflects my continued confidence in the company's platform and long-term potential. By shifting into a strategic investor role, I believe we can unlock new pathways for capital, partnerships and growth that maximize value for all shareholders."

Mr. Di Cesare added: "I am focused on advancing the company through this next phase with discipline and momentum -- strengthening the balance sheet, progressing value-accretive strategic initiatives, and positioning the company for sustainable growth and renewed market engagement."

The company will provide further updates as developments warrant.

About Jack Nathan Medical Corp.

Jack Nathan Health is a former operator of one of the largest retail medical clinic networks in North America. Established in 2006 the company expanded its international footprint, delivering exceptional, state-of-the-art, turnkey medical centres in 253 locations globally, with 193 corporately owned and operated. In Canada, the company grew to 82 locations, including 80 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec, and two independent locations, with 22 corporate owned and operated clinics, of which three included rehab services and six included MedSpa services. In Mexico, the company grew to 171 corporate-owned clinics across Mexico within three divisions, including 165 retail clinics, five clinics inside Walmart distribution centres servicing Walmart Associates, and one multidisciplinary clinic. In December, 2024, Jack Nathan Health restructured its Canadian medical operations through an asset sale to Well Health Technologies Corp. and ceased its operation in Walmart Mexico in June, 2025. Following the exit from its Walmart Mexico operations, the company continues to explore new RTO (reverse takeover) and business opportunities.

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