Mr. Hugh Maddin reports

GLOBAL CARE CAPITAL ANNOUNCES SHARE PURCHASE AGREEMENT FOR ACQUISITION OF MK HIGHWAY CORP.

Global Care Capital Inc. has entered into a share purchase agreement among the company, MK Highway Corp. and the shareholders of MK Highway dated Nov. 29, 2022, which sets out the terms and conditions for the acquisition by the company of all of the issued and outstanding securities in the capital of MK Highway in exchange for securities of Global Care.

MK Highway holds an option to acquire 100-per-cent membership interests of Lavrium LLC, a Delaware limited liability company, pursuant to the terms and conditions of an option agreement, as amended, among MK Highway, Lavrium and the members of Lavrium.

Pursuant to the terms of the share purchase agreement, the material terms of the transaction are as follows:

• In consideration for the transaction and on closing thereof, Global Care will issue to MK Highway shareholders an aggregate of 216 million common shares of Global Care at a deemed price of five cents per consideration share and an aggregate of 108 million common share purchase warrants.
• Each consideration warrant permits the holder thereof to acquire one Global Care common share at a price equal to five cents for a period of 24 months from the date of issuance.
• There is no hold period for the consideration shares or the consideration warrants pursuant to applicable securities laws.

Pursuant to the terms of the amended option agreement, the material terms for exercising the option to acquire 100-per-cent membership interests of Lavrium are as follows:

• As consideration for exercising the option, MK Highway will: (i) pay additional cash consideration to Lavrium of $1,146,015.36 (U.S.) in instalments, as well as certain reimbursement expenses on or before March 31, 2023; and (ii) issue 11 million common shares of Global Care at a deemed price of five cents per share to the Lavrium members.
• The cash payment shall be paid by the MK Highway shareholders. In the event that the MK Highway shareholders fail to make the required cash payment required to exercise the option prior to the option expiry date, the MK shareholders will return certain of the consideration shares and unexercised consideration warrants to the company for cancellation.
• The share payment will be issued upon exercise of the option, and such shares will be subject to a hold period of four months and a day from the date of issuance pursuant to applicable securities laws.

The transaction is an arm's-length transaction, and no change in management or the board of directors of Global Care is being contemplated at this time. The share purchase agreement contemplates other material conditions precedent to the closing of the transaction, including: compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third party and board approvals being obtained, including the approval of the Canadian Securities Exchange, as applicable. There can be no assurance that the transaction will be completed as proposed or at all.

About MK Highway Corp.

MK Highway (MKHC) is a digital asset company. MKHC's business focuses on digital asset mining, with a complete infrastructure for, and demonstrated history of, profitable bitcoin mining strategies. MKHC profitable bitcoin mining rests on an architecture that includes cost-effective miner acquisition, competitive hosting and electricity rates, digital asset treasury management, and fiat on- and off-ramps, the combination of which makes MKHC a complete framework for mining bitcoin (or any digital asset based on the SHA-256 algorithm).

About Lavrium LLC

Lavrium is a bitcoin-focused technology company that was founded in April, 2021. Since that date, Lavrium has built a state-of-the-art digital asset mining operation. Located primarily in Nebraska, United States, Lavrium focuses on efficient bitcoin mining by combining modern ASIC hardware with highly competitive electricity rate agreements.

About Global Care Capital Inc.

Global Care is a global investment company which specializes in providing early-stage financing to private and public companies. The company engages in new, early-stage investment opportunities in previously underdeveloped assets and obtaining positions in early-stage investment opportunities that adequately reflect the risk profile.

We seek Safe Harbor.