Mr. Gregory Crawford reports

QUIPT HOME MEDICAL ENTERS INTO DEFINITIVE AGREEMENT FOR ITS ACQUISITION BY AFFILIATES OF KINGSWOOD CAPITAL MANAGEMENT AND FORAGER CAPITAL MANAGEMENT

Quipt Home Medical Corp. has entered into a definitive agreement, pursuant to which a special-purpose acquisition vehicle (the purchaser), to be financed by affiliates of each of Kingswood Capital Management LP and Forager Capital Management LLC solely to effect the acquisition of Quipt, will acquire, in an all-cash transaction, all of the issued and outstanding common shares in the capital of Quipt for $3.65 (U.S.) per share.

The transaction is not subject to any financing condition. Kingswood has provided an equity commitment letter to finance the purchaser's obligations under the arrangement agreement.

The transaction values Quipt at approximately $260-million (U.S.), including Quipt's existing outstanding debt. Following the completion of the transaction, Quipt will become a privately held company and cease to report in the United States and Canada.

Commentary

Greg Crawford, chairman and chief executive officer of Quipt, said: "The board has consistently demonstrated its commitment to maximizing shareholder value, and we believe this transaction achieves that objective by providing substantial and assured value to our shareholders. I extend my sincere gratitude to the entire Quipt team; your dedication, compassion and drive have been fundamental to all our accomplishments. Looking forward, the future is exceptionally promising, with Quipt's established legacy of outstanding in-home respiratory care poised for even greater growth in the future."

Kingswood partner Michael Niegsch and Forager partner Johnny Wilhelm jointly commented: "Quipt has built a high-quality, scaled respiratory care platform defined by its patient-centric care model, durable referral relationships and attractive recurring revenue base. We are excited to partner with Greg Crawford, Hardik Mehta and the entire Quipt team to support the company's next chapter of growth as a privately held company. We look forward to reigniting the M&A [mergers and acquisitions] engine to expand in strategic markets while continuing to invest in people, technology and best-in-class clinical care."

Board process and recommendation

Following a comprehensive review of alternatives conducted with its financial adviser, Truist Securities Inc., both the Quipt board of directors and its strategic transactions committee determined, after relying on fairness opinions of Truist and Evans & Evans Inc. and financial and legal advice, that the transaction is in the best interest of shareholders. The board unanimously recommends that Quipt shareholders vote in favour of the transaction at the special meeting to be called to approve the transaction.

About Kingswood Capital Management LP

Kingswood partners with leading middle-market companies that stand to benefit from its capital and extensive operating resources. Kingswood embraces complexity and believes it is well positioned to support businesses at inflection points in their development to enhance value, with demonstrated experience in executing public to private transactions. Based in Los Angeles, Kingswood is a cohesive, entrepreneurial team with a long history of shared success developing win-win partnerships with its portfolio companies and management teams.

Fairness opinions

Each of Truist and Evans & Evans has provided an opinion to the board and the strategic transactions committee, to the effect that, subject to the assumptions, limitations and qualifications communicated to the board and the strategic transactions committee and to be set out in each of the written fairness opinions of each of Truist and Evans & Evans, as of Dec. 14, 2025, the consideration is fair, from a financial point of view, to Quipt shareholders.

Additional transaction details and approval process

The transaction will be implemented by way of statutory plan of arrangement under the Business Corporations Act (British Columbia) and is subject to court approval and the approval of at least 66-2/3rds per cent of the votes cast by Quipt shareholders present in person or by proxy at the meeting as well as by a simple majority of the votes cast by the Quipt shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

Directors and executive officers of the company who collectively hold approximately 11.4 per cent of all issued and outstanding shares, have entered into customary support and voting agreements with the purchaser, pursuant to which they have agreed to vote all their shares at the meeting in favour of the transaction, subject to certain conditions. Additionally, Forager Fund LP has also entered into a voting support agreement with the purchaser, pursuant to which it has agreed, among other things, to vote its shares, which represent approximately 9.5 per cent of all issued and outstanding shares, in favour of the transaction, subject to certain conditions.

The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of required shareholder, regulatory and court approvals.

Upon closing of the transaction, the purchaser intends to cause the shares to be delisted from the Toronto Stock Exchange and the Nasdaq Capital Market, deregistered under the Securities Exchange Act of 1934, as amended, and to cause Quipt to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Additional details regarding the terms and conditions of the transaction, the rationale for the recommendations made by the strategic transactions committee and the board, the fairness opinions, and how Quipt shareholders can participate in and vote at the meeting, will be set out in a proxy statement and management information circular to be prepared and made available to Quipt shareholders in connection with the meeting. Copies of the arrangement agreement and voting support agreements as well as the circular and proxy materials in respect of the meeting will be made available on SEDAR+, with the U.S. Securities and Exchange Commission on the EDGAR website, and on Quipt's website.

Advisers

DLA Piper is legal counsel to Quipt in Canada and the United States. McDermott Will & Schulte LLP in the United States and Fasken Martineau DuMoulin LLP in Canada are legal counsel to Kingswood, Forager and the purchaser.

Truist is acting as financial adviser and Evans & Evans is acting as independent financial adviser to Quipt and the strategic transactions committee of the board. UBS Investment Bank is acting as exclusive financial adviser to Kingswood.

Other matters

Quipt is issuing a news release with its Q4 2025 results concurrently with this release but, in light of entering into the arrangement agreement, will not hold a Q4 2025 conference call.

Additional information and where to find it

This communication may be deemed to be solicitation in respect of the arrangement. In connection with the arrangement, Quipt intends to file relevant materials with the SEC and Canadian securities regulatory authorities, including Quipt's proxy statement on Schedule 14A and proxy circular. Quipt shareholders are urged to read all relevant documents filed with the SEC and Canadian securities regulatory authorities, including Quipt's proxy statement and proxy circular, because they will contain important information about the transaction. Investors and securityholders will be able to obtain the documents free of charge at the SEC's website and the Canadian Securities Administrators' website, and Quipt shareholders will receive information at an appropriate time on how to obtain documents free of charge from Quipt, which are not currently available.

Quipt and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of shares in respect of the arrangement. Information about Quipt's directors and executive officers is set forth in the proxy statement and proxy circular for Quipt's 2024 annual general meeting of shareholders, which was filed with the SEC and Canadian securities regulatory authorities on Jan. 24, 2025. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and management information circular regarding the transaction when it becomes available.

About Quipt Home Medical Corp.

The company provides in-home monitoring and disease management services, including end-to-end respiratory solutions for patients in the United States health care market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the company is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The company's organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient's services and making life easier for the patient.

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