Empower Clinics Acquires Medical Laboratory Capable Of Processing 4,000 Covid-19 RT-PCR Tests Per Day

Kai Medical Laboratory, a state-of-the-art diagnostics laboratory in Dallas, will advance Empower COVID-19 national testing programs for enterprise clients, including movie and television studios, businesses and colleges

EMPOWER CLINICS INC. ("Empower" or the "Company") is pleased to announce that, pursuant to the terms of a membership interest purchase agreement dated October 5, 2020, has completed the acquisition of Kai Medical Laboratory, LLC ("KAI") from KTM5 Holdings, LLC, NULV11, LLC and Consistent Investment Group, LLC (together, the "Vendors"), through its wholly-owned subsidiary, Empower Healthcare Assets Inc. ("Empower Health"), for consideration having an aggregate value of US$1,971,857 (CAD$2,613,478), effective as of October 5, 2020 (the "Transaction").

COVID-19 RT-PCR Testing Is The Gold Standard That Allows Empower To Roll Out National Phase 4 Testing Programs

KAI Medical Laboratory operates a high-complexity CLIA and COLA accredited laboratory that provides reliable and accurate testing solutions to hospitals, medical clinics, pharmacies, and employer groups. KAI has taken an active role in COVID-19 testing, battling the pandemic through RT-PCR testing and serology testing with the capacity to process 4,000 RT-PCR test specimens per day. While the RT-PCR test identifies if a patient has an active virus, the serology or antibody test detects if a patient has previously been exposed to the virus. Both of these test results are vital to managing outbreaks and the potential spread of coronavirus.

As a result of this capability, Empower is now able to expand phase four of its COVID-19 testing rollout which was first announced on April 27, 2020 beginning with testing in-clinic testing (Phase 1) and culminating with a nationwide roll-out across the United States (Phase 4).  Phase 4 allows Empower to service enterprise level clients, including movie and television studios that require reliable, accurate, fast and mass batch testing capabilities in order to resume production in a safe and compliant manner.

"Adding Kai Medical Laboratory to the Empower Clinics family enables us to dramatically expand COVID-19 testing capability, for our get back to work & get back to school initiatives as part of our national rollout plans" said Steven McAuley, Empower's Chairman & CEO. "Kai Medical has a newly built high-complexity lab offering a wide array of testing services, that we will leverage to serve the massive demand for national COVID testing in the U.S. Additionally, as flu season arrives and a potential second-wave of COVID takes hold, the technical infrastructure of Kai Medical allows Empower to capture testing demand and bring new technical testing products to market."

COVID-19 Testing Programs For Employers And Direct To Consumer Already Underway At Kai Laboratory

To further assist with COVID-19 testing, Kai Medical Laboratory has also developed two key programs in Texas and Arizona. The first program is a direct-to-consumer program that leverages the ability of various healthcare providers to order and administer both the RT-PCR test and the Antibody test. This increases the ability of the general population to be tested, in certain circumstances. The second is an Employer COVID-19 Compliance Program (ECCP) for business owners and employer groups to enable them to test and monitor their employees.

Texas program https://www.testtexasnow.com
Arizona program https://www.covidtest2u.com

Finally, beyond its COVID-19 capabilities, Kai Medical Laboratory offers a wide array of testing services ranging from hematology to hormone testing, endocrinology, toxicology, and immunology. These tests are done under the supervision of its well-qualified and highly experienced scientists, medical professionals and pharmacists.

Kai Medical Laboratory Team Lead By Yoshi Tyler

The driving force behind Kai Medical Laboratory's remarkable growth and success is Yoshi Tyler. Yoshi has a passion for being an entrepreneur, and over time, she found her true calling in healthcare. Driven by this interest, she pursued her career in the healthcare industry for more than two decades. She held leadership positions at a Fortune 500 pharmaceutical company for over thirteen years. These leadership experiences provided her with in-depth knowledge and industry insights that helped her to lead Kai Medical Laboratory towards growth.

The Kai Medical Laboratory team includes key roles including Principal Scientist, Director of Operations, Molecular Scientist, Quality Assurance, Lab Director and other critical roles.

"Kai Medical Laboratory is inspired by science and built on integrity and joining Empower allows our highly skilled personnel and state-of-the-art instrumentation to expand from a local community level to a national level" says Yoshi Tyler, Founder of Kai Medical. "Our mission is to change healthcare through science & innovative quality care, and with Empower providing an expansion of resources, Kai Medical Laboratory will be in a position to help the national need for expanded COVID-19 testing as the second wave commences."

Additional Terms Of The Acquisition

In connection with the closing of the Transaction (the "Closing"), Empower; (i) assumes certain short term and long term liabilities comprised of the SBA Loan of (US$1,139,577), the EIDL Loan of (US$150,000), the PPP Loan of (US$86,379), revolving debt of (US$89,478), (ii), accounts payable of (US$192,460), (iii) other short term and long term liabilities of (US$313,963), in total equal to the amount of US$1,971,857 (CAD$2,613,478), (the "Assumed Indebtedness"); the issuance of options to purchase common shares of Buyer Parent at an exercise price of CDN$0.05 per share, subject to the terms and conditions of each of the Option Agreements, in an amount equal to 400,000 share options to Yoshi Tyler, as the principal of KTM5, and 100,000 share options to Michael Haines, as the principal of NULV11 (the "Options"); and the issuance of a warrant certificate to Continuous Investment Group, LLC to purchase 500,000 common shares of Buyer Parent at a purchase price of CDN$0.05 per share, subject to the terms and conditions of the Warrant Certificate (the "Warrants").

Market Leading Technology Kai Medical Laboratory utilizes state-of-the-art instrumentation, preeminent testing methodologies, and laboratory services enabling high-complexity accredited laboratory testing solutions, providing some of the following key instrument testing capabilities:

• Thermo Fisher – QuantStudio 12K Flex
  COVID-19 testing Cannabis Testing Clinical Genomics

• Roche Cobas 6000
  COVID-19 Antibody testing Clinical Chemistry/Endocrinology

• AB SCIEX 6500+ – Liquid Chromatography Mass Spectrometry
  Clinical Chemistry/Endocrinology Agriculture/Cannabis testing

• AB SCIEX 4500 – Liquid Chromatography Mass Spectrometry
  Urine Toxicology Cannabis testing

• SYSMEX XN-550
  Hematology

(CLIA) The Clinical Laboratory Improvement Amendments regulate laboratory testing and require clinical laboratories to be certified by the Center for Medicare and Medicaid Services (CMS) before they can accept human samples for diagnostic testing.

(COLA) is the premier clinical laboratory accreditation, education and consultation organization. An independent accreditor whose practical, educational standards have a positive and immediate impact on patient care. http://www.cola.org.