Justera Health Ltd. (CNSX:VTAL) has signed a Letter of Intent to acquire Juillet Wellness Centre for CAD 0.81 million on July 7, 2023. The purchase price is CAD 0.7 million in cash and shares, subject to adjustment and payable as follows: i. $200,000 payable to the vendor, or as the vendor may direct, in cash, at the closing; ii. CAD 0.5 million payable at the closing through the the issuance of an aggregate of 10,000,000 common shares of Justera Health Ltd to be issued at a deemed price of CAD 0.05 per share, in accordance with the policies of the Canadian Securities Exchange, and applicable Canadian provincial securities law, and shall be subject to a statutory hold period of 4 months plus a day; and iii. The assumption by the Justera Health Ltd. of certain lease liabilities of the vendor in respect of the business, to a maximum of CAD 0.36 million. In addition, Juillet Wellness has reported revenue of approximately CAD 1.8 million in 2022, with earnings before interest, taxes, depreciation, and amortization (EBITDA) margin of approximately 15%. Justera Health Ltd. obligation to close the proposed Transaction will be subject to customary conditions, including: i. The Justera Health Ltd.'s satisfactory completion of due diligence; ii. The board of directors of the Justera Health Ltd. and vendor approving the transaction; iii. Execution of the Definitive Agreement and the ancillary agreements; iv. The receipt of regulatory approvals and third-party consents, on terms satisfactory to the Justera Health Ltd. ; and v. A key employee of Juillet Wellness business, entering into a 3-year employment agreement with the Justera Health Ltd. on terms to include a base salary of CAD 90,000 per year plus quarterly incentive payment equal to 30% of the net profit of the Juillet Wellness business to a maximum of $100,000 per year. The LOI grants Justera exclusivity until the earlier of (a) execution of the Definitive Agreement, (b) mutual agreement, and (c) July 31, 2023. The Justera Health Ltd. is scheduled to complete the proposed acquisition by the end of this month. On July 13, 2023, Justera Health Ltd. executed the definitive agreement to acquire Juillet Wellness Centre. The Company is scheduled to complete the proposed arm's length acquisition on or about July 21, 2023.

Justera Health Ltd. (CNSX:VTAL) completed the acquisition of Juillet Wellness Centre for CAD 0.65 million on July 24, 2023. Justera Health Ltd. amended the deal terms. Justera Health Ltd. will issue 4 million share and pay CAD 0.45 million nal.