Company Announcements

TORONTO--(BUSINESS WIRE)--Jan. 23, 2026-- Jack Nathan Medical Corp. (TSXV: JNH; Pink Limited: JNHMF) (the “Company”) today announced a leadership transition and strategic alignment designed to support the Company’s next phase of growth, balance sheet optimisation, and evaluation of value-enhancing strategic transactions.

Mike Marchelletta will be stepping down as Chief Executive Officer and Vice-Chairman, effective immediately, to lead a prospective investor syndicate evaluating a potential strategic transaction involving the Company. This alignment is intended to position the Company for long-term shareholder value creation by exploring innovative capital and partnership structures. There can be no assurance that any transaction will be completed, as any such transaction remains subject to customary conditions precedent, definitive documentation, and applicable regulatory approvals.

Michael Di Cesare, former co-founder and Chief Operating Officer of the Company, has been appointed Interim Chief Executive Officer and Vice-Chairman, effective immediately. Mr. Di Cesare brings deep operational continuity and strategic insight as the Company advances its restructuring initiatives and evaluates new growth opportunities.

In connection with the transition, Mr. Marchelletta has committed to a series of governance and alignment measures intended to further strengthen shareholder confidence and long-term value creation, subject to applicable securities laws and agreements:

• Entering into a four-month lock-up agreement covering 21,000,000 common shares, representing a significant ownership position, with no current intention to sell;
• Providing ongoing voting support in favour of the Company and its shareholders;
• Temporarily assigning voting rights associated with these shares to Michael Di Cesare, as trustee, for the duration of the lock-up period, solely to support governance continuity and shareholder alignment; and
• Continuing to support the Company’s capital position through the voluntary deferral of executive compensation, including previously disclosed deferred President’s salary amounts, at zero interest, to prioritise the Company’s operational and strategic initiatives, as reported in prior management information circulars.

As part of its broader restructuring and balance sheet optimisation program, the Company has significantly strengthened its financial position, including the elimination of approximately $15 million in debt and the cancellation of approximately 140 million common shares previously issuable under legacy debenture financing arrangements—enhancing the Company’s capital structure and strategic flexibility.

Mr. Marchelletta commented, “This transition reflects my continued confidence in the Company’s platform and long-term potential. By shifting into a strategic investor role, I believe we can unlock new pathways for capital, partnerships, and growth that maximise value for all shareholders.”

Mr. Di Cesare added, “I am focused on advancing the Company through this next phase with discipline and momentum—strengthening the balance sheet, progressing value-accretive strategic initiatives, and positioning the Company for sustainable growth and renewed market engagement.”

The Company will provide further updates as developments warrant.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are subject to various risks and uncertainties and are based on assumptions that may prove to be incorrect. Actual results may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

About Jack Nathan Medical Corp.

Jack Nathan Health ^® is a former operator of one of the largest retail medical clinic networks in North America. Established in 2006 the Company expanded its international footprint, delivering exceptional, state-of-the-art, turn-key medical centers in 253 locations globally, with 193 corporately owned and operated. In Canada, the Company grew to 82 locations, including 80 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec and 2 independent locations, with 22 corporate owned and operated clinics of which 3 included Rehab services and 6 included MedSpa services. In Mexico, the Company grew to 171 corporate owned clinics across Mexico within 3 divisions, including 165 retail clinics, 5 clinics inside Walmart Distribution Centers servicing Walmart Associates, and 1 multidisciplinary clinic. In December 2024, Jack Nathan Health restructured its Canadian medical operations through an asset sale to Well Health Technologies Corp and ceased its operation in Walmart Mexico in June 2025. Following the exit from its Walmart Mexico operations, the Company continues to explore new RTO & business opportunities.

For more information, visit https://investors.jnhmexico.com or www.sedarplus.ca.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Appendix:

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Jack Nathan are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties, and assumptions Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; and operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Source: Jack Nathan Medical Corp.

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Jack Nathan Medical Corp., Michael Di Cesare, Chief Executive Officer & Vice Chairman, (647)-488-5008

Source: Jack Nathan Medical Corp.