Mr. Steven McAuley reports

EMPOWER CLINICS ANNOUNCES $2 MILLION CAD OFFERING OF COMMON SHARES AND COMMON SHARE PURCHASE WARRANTS

Empower Clinics Inc. is offering units of the company at three cents per unit.

Each unit will comprise one common share of the company and one common share purchase warrant. Each warrant will be exercisable to acquire an additional share at an exercise price of 7.5 cents per share for a period of 24 months from the date of issue.

The company will offer a minimum of 66,666,666 units and a maximum of 166,666,667 units pursuant to the listed issuer financing exemption (as defined below) for aggregate gross proceeds of between $2-million and $5-million.

The offering is expected to close in one or more tranches with the first tranche on or about Feb. 3, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. The last closing price of the shares on the Canadian Securities Exchange on Jan. 23, 2023, was two cents.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Because the offering is being completed pursuant to the listed issuer financing exemption, the securities issued in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to this offering that can be accessed under the company's profile on SEDAR and on Empower's website. Prospective investors should read this offering document before making an investment decision.

About Empower Clinics Inc.

Empower is an integrated health care company with multidisciplinary clinics, an at-home medical testing device company and state-of-the-art medical diagnostics laboratories. With a growing presence in the United States and Canada. Empower is a leader in integrated health care and diagnostics solutions and is reshaping the model for patient-first wellness.

We seek Safe Harbor.