Mednow Investor Presentation Deck

Notice and Disclaimer A final base shelf prospectus containing important information relating to the securities described in this presentation by Mednow Inc. ("Mednow", the "Company", "we", or "us") has been filed with the securities regulatory authorities in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this presentation. This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.Prospective investors should be aware that the acquisition and disposition of the securities may have tax consequences both in the United States and in Canada. Such consequences for investors are not described fully herein. Prospective investors should read the tax discussion contained in any applicable prospectus supplement with respect to a particular offering of the securities. See "Certain Federal Income Tax Considerations" in the final base shelf prospectus. This presentation has been prepared for information purposes only and is not intended to form the basis of any investment decision. It does not constitute an offer invitation for the sale or purchase of any securities, businesses and/or assets or any recommendation or commitment by Mednow or any other person and neither this presentation, nor its contents nor any other written or oral information made available in connection with this presentation shall form the basis of any agreement or transaction. This presentation has been prepared without reference to your particular investment objectives, financial situation, risk profile or tolerance, tax position or particular needs. If you are in any doubt in relation to these matters, you should consult your financial and other advisers. The securities of Mednow have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under applicable state securities laws and, accordingly, the securities of Mednow may not be offered, sold, pledged or transferred, directly or indirectly in, into or within the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. NOTHING DESCRIBED IN THIS PRESENTATION NOR THE SECURITIES OF MEDNOW HAVE BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, PROVINCE OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH SECURITIES REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY PROPOSED OFFER OF SECURITIES OR THE ACCURACY OR ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Except where otherwise indicated, the information contained in this presentation speaks as of the date hereof or as of the date at which such information is expressed to be stated, as applicable. Mednow disclaims any intention or obligation or undertaking to update or revise this information in light of new information, future events or otherwise, except as required by applicable law. Unless otherwise noted, all references to "$" or "Dollars" are to Canadian Dollars. Forward-Looking Information This presentation contains "forward-looking information" and "forward looking statements" for purposes of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "predict", "project", "seek", "target", "potential", "will", "would", "could", "should", "continue", "contemplate" and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our operational and financial performance including revenue and gross margin forecasts performance, market opportunities, estimates relating to market growth, the intention to grow the business operations and expand into additional jurisdictions, expected benefits of recently completed acquisitions, planned activities of the Company, future outlook and goals, prospects, strategies and the industry in which we operate. Forward-looking statements are based on our current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates, including among others, assumptions relating to: (i) the ability of the Company to successfully expand into additional jurisdictions; (ii) that the telemedicine and pharmacy market will grow at the rate expected; (iii) the availability of financing: (iv) that third party contractors and supplies and regulatory approvals required to conduct the Company's planned activities will be available on reasonable terms and in a timely manner; (v) that general business, legislative and economic conditions will not change in a material adverse manner; (vi) that the Company will receive all approvals required to operate and grow its business as planned; (vii) that the Company will be successful in pursuing revenue, operational and other synergies with its recently completed acquisitions; and (viii) that COVID-19, the ongoing conflict in Eastern Europe, or other global events will not negatively impact the business or personnel of the Company. Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. By their nature, forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the failure of the Company to realize the benefits of its expansion plans as expected; the inability of the Company to obtain the capital or approvals, permits or licenses required to achieve its business objectives; unanticipated costs; reliance on key management and other personnel; potential downturns in economic conditions; increased competition; failure to effectively synergize the operations of our recently completed acquisitions; changes in laws and regulations; impact of COVID-19 on the business and personnel of the Company; other risks associated with the Company's industry; and those described in greater detail under "Risk Factors" in the Company's final short form prospectus filed on July 15, 2022 on www.sedar.com under the Company's profile. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. This presentation also contains future-oriented financial information and financial outlook information (collectively, "FOFI") as defined under Canadian securities laws, prepared by Mednow's management about Mednow's reasonably estimated prospective results of operations, revenue, sales, and components thereof, all of which are subject to the same assumptions, risks factors, limitations and qualifications set forth in the above paragraphs. Readers are cautioned that FOFI are not guarantees of future performance, and should not be considered as such. There can be no assurance that the forward-looking statements or the FOFI contained in this presentation will prove to be accurate, as actual results and future events could differ materially from those anticipated in, or implied by such forward-looking statements and FOFI. Accordingly, readers should not place undue reliance on the forward-looking statements or FOFI contained in this presentation. Mednow and its management believe that FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgements. FOFI contained in this presentation were made as of the date of this presentation and is provided for the purpose of describing the belief Mednow's management of the anticipated effects of the financing on Mednow's business operations. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Additionally, any forward-looking statements that we make in this presentation speaks only as of the date of this presentation. Mednow does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI other than as required under applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. Non-IFRS Measures and Non-IFRS Ratios This presentation refers to certain measures and ratios that are not recognized measures under International Financial Reporting Standards ("IFRS"). The following non-IFRS measures and non-IFRS ratios are used in this presentation: (i) gross margin % (net sales minus the cost of goods/services sold divided by net sales). These measures and ratios do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Rather, these measures and ratios are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from Mednow's management's perspective. Accordingly, the non-IFRS measures and non-IFRS ratios disclosed in this presentation should not be considered in isolation or as a substitute for analysis of our financial information reported under IFRS and are not necessarily indicative of operating results presented under IFRS. These non-IFRS measures and non-IFRS ratios are used to provide investors with supplemental measures of our operating performance and thus highlight trends in Mednow's core business that may not otherwise be apparent when relying solely on IFRS measures. Market and Industry Data Market and industry data presented in this presentation (including estimates and projections relating to addressable markets) was obtained from third-party reports, publications, websites and other publicly available information or prepared by Mednow or on its behalf on the basis of its knowledge of the markets and industry in which it operates or plans to operate, including information provided by suppliers, partners, dealers and other industry participants. The accuracy and completeness of the market and industry data presented in this presentation are not guaranteed, and Mednow makes no representation or warranty, express or implied, as to the accuracy or completeness of such data. Although Mednow believes it to be reliable, it has not independently verified any of the data from third-party sources referred to in this presentation, analyzed or verified the underlying studies or relied upon or referred to by such sources, or ascertained the underlying market, industry and other assumptions relied upon by such sources. Market and industry data cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the Company's final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement. Neither the Company nor Gravitas Securities Inc., as agent, have authorized anyone to provide prospective purchasers with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about the Company, prospective purchasers should not rely on it. Prospective purchasers should not assume that the information contained in this presentation is accurate as of any date other than the date hereof, or where information is stated to be as of a date other than the date hereof, such other applicable date. An investment in the securities described herein is speculative and involves a high degree of risk. Prospective purchasers should carefully consider the risk factors described under "Risk Factors" in the Company's final base shelf prospectus and the applicable shelf prospectus supplement and any amendment before purchasing securities. Information has been incorporated by reference in the base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated therein by reference are available electronically at www.sedar.com.