Mr. Alex Somjen reports

GLOBAL CARE CAPITAL INC. ANNOUNCES NON-BINDING LOI TO ACQUIRE 70% INTEREST IN HIGH STANDARD HEALTH CARE GENERATING $4 MILLION IN ORDERS TO DATE

On May 22, 2020, Global Care Capital Inc. signed a non-binding letter of intent (LOI) to acquire 70 per cent of the issued and outstanding common shares of High Standard Health Care Ltd., a portfolio company founded by Dan Kriznic at High Standard Capital Corp., in exchange for securities of Global Care.

High Standard Health Care specializes in procuring personal protective equipment (PPE) including but not limited to respiratory masks, hand sanitizer, gowns, infrared thermometers and face shields and has been active in procurement during COVID-19 for hospitals, municipalities, long-term care facilities, fire departments and police departments. Recently, High Standard Health Care was engaged to procure two million respiratory masks for a hospital in upstate New York due to the significant shortage and difficulty of securing PPE during the pandemic. This order was delivered late April, 2020, and reorders continue. High Standard Health Care works with trusted supply partners globally that provide favourable terms and real-time shipments during a time where PPE is scarce and difficult to procure. During the first two months of operations High Standard Health Care generated approximately $4-million in purchase orders with a gross margin of approximately 40 per cent.

In April, 2020, High Standard Health Care received its medical device establishment licence from the Minister of Health of Canada allowing it to import Class 1 PPE into Canada.

From the period starting March 1, 2020, when High Standard Health Care commenced operations until April 30, 2020, High Standard Health Care reports having generated approximately $3.3-million in revenue and approximately $1.0-million in net income from the distribution of PPE products, mainly in North America. The company cautions revenue and net income numbers have not yet been audited and are based on reports generated by High Standard Health Care management.

The company is in the process of conducting normal course due diligence, reviewing High Standard Health Care from an organizational, legal, operational, financial and management standpoint. High Standard Health Care has existing relationships with China-based manufacturers that supply the PPE products. High Standard Health Care provides production orders to these manufacturers from time to time at which point the manufacturers will allocate production from their facilities to support these orders.

LOI terms

The terms of the LOI, which will be formalized by a definitive agreement on closing, are as follows:

• In consideration for the transaction, Global Care shall, upon closing, issue pro rata to the High Standard Health Care shareholders, in aggregate, 27 million common shares of Global Care at a deemed price of 70.5 cents per consideration share and will issue pro rata to the High Standard Health Care shareholders, in aggregate, three million common share purchase warrants.
• Each consideration warrant will permit the holder thereof to acquire one Global Care common share at a price equal to the closing price of Global Care shares on the day prior to the announcement of the LOI until the date that is 24 months from the closing date.
• There will be no hold period for the consideration warrants.
• In addition, Global Care will pay $5-million payable in cash on hand or common shares at the discretion of Global Care at the time a milestone target (as defined below) is met for every $14.3-million in gross revenue generated by High Standard Health Care effective upon High Standard Health Care reaching $21.43-million in revenue up to a maximum of $286-million in gross revenue or 20 milestone targets on or before May 31, 2025, for total value of up to $100-million if all milestone targets are achieved.
• Global Care may issue up to 26.5 million payment shares in satisfaction of met milestone targets.

Pat Gray, chief executive officer and director of High Standard Health Care, will receive one million stock options in Global Care at an exercise price equivalent to the share price on the date of closing expiring in five years and vesting immediately on closing. Mr. Gray founded and co-founded a number of companies including sCube, an e-licensing and e-discovery technology company, located in upstate New York that deals with many government organizations throughout the United States.

Alexander Somjen, chief executive officer of Global Care, stated: "The COVID-19 pandemic has significantly impacted everyone's lives and PPE such as respiratory masks are going to be required for many years to come. High Standard Health Care identified this need early and with speed and connections was able to penetrate the PPE market in a very short period of time."

Mr. Gray, chief executive officer of High Standard Health Care, stated: "These are unprecedented times. Our ability to secure supply for organizations in need during this pandemic has been key to the success of the business. The partnership with Global Care will allow us to fund our orders quicker allowing for increased access to fill customer demand."

In association with the arm's-length transaction, there is no change in management, or the board of directors of Global Care being contemplated at this time. No finders' fees will be payable in association with the transaction. The company expects to close within 10 days of announcing the transaction.

About High Standard Health Care

High Standard Health Care is a leading global PPE provider assisting front-line workers during the global pandemic. To date the company has procured respiratory masks, gowns, hand sanitizer, infrared thermometers and face shields. To date High Standard Health Care customers include hospitals, municipalities, long-term care facilities, fire departments and police departments.

About Global Care Capital Inc.

Global Care Capital is a global investment company which specializes in providing early-stage financing to private and public companies. The company engages in new, early-stage investment opportunities in previously underdeveloped assets and obtaining positions in early-stage investment opportunities that adequately reflect the risk profile.

We seek Safe Harbor.