Mr. Kalvie Legat reports

VITALIST INC. EXPANDS GLOBAL WEARABLE FOOTPRINT VIA ACQUISITION OF SOMATIX, ADDING MEDICAL GRADE AI AND REMOTE PATIENT MONITORING TO VITALOS™

Vitalist Inc. has entered into a definitive merger agreement dated March 30, 2026, to acquire 100 per cent of the issued and outstanding equity securities of Somatix Inc., a New York-based medical technology company focused on artificial-intelligence-powered remote patient monitoring.

This acquisition marks the next phase of Vitalist's growth by adding to the VitalOS operating system and expanding the serviceable market from retail consumers and enterprise users into clinical environments. By adding Somatix's medical grade analytics to VitalOS, Vitalist is building one connected platform that can power wearables across retail, enterprise and health care.

The Somatix acquisition complements Vitalist's strategic direction in developing a multifaceted wearable ecosystem.

• Retail consumer -- VitalOS will power Reebok-branded smartwatches and other consumer devices, delivering long battery life and highly customizable experiences to the mass market.
• Enterprise OS -- VitalOS is licensed as a white-label operating system that helps third party brands launch differentiated wearables quickly, without rebuilding core software from scratch. Vitalist is demonstrating this through its previously announced partnership with Benio, where VitalOS will serve as the foundational software for Benio's specialized wearable solutions.
• Medical technology -- Somatix's AI-driven remote patient monitoring and clinical analytics will run on VitalOS, enabling hospitals, senior living facilities, home care companies and other health care providers to deploy medical-grade wearables on the same core platform.

Integrating clinical intelligence into the VitalOS ecosystem

The addition of Somatix brings a predictive brain to the Vitalist hardware portfolio. Somatix's SafeBeing platform uses patented algorithms to analyze activities of daily living (ADLs) in real time. Unlike standard trackers, this technology detects subtle gestures to monitor hydration, smoking, medication adherence and fall detection.

By running this clinical-grade intelligence on the battery-efficient VitalOS, which offers up to 10 days of power, Vitalist will provide a more robust and reliable solution for users ranging from fitness enthusiasts to clinical patients.

Strengthened leadership and medical expertise

Upon closing of the transaction, Vitalist will add to its leadership team to support this expanded strategic focus:

• Dr. Charles Herman will be appointed as chief science officer of Vitalist and will continue to serve as chief executive officer of Somatix. Dr. Herman is a distinguished surgeon and health care executive with over 20 years of experience in clinical practice and medical technology innovation. In addition to his leadership at Somatix, Dr. Herman serves as a portfolio manager at Forefront Analytics, where he applies quantitative insights to health care investments. He previously served as chief medical executive for multiple health care systems, and has held executive leadership and faculty positions at major medical institutions and universities. Dr. Herman holds an MD from Albany Medical College in New York and an MBA from the Wharton School of the University of Pennsylvania, where he is a Palmer Scholar.
• Nick Padula joins the executive team as president of Somatix and chief revenue officer of both Somatix and Vitalist. Mr. Padula is a senior executive with over 30 years of experience driving market share growth and operational excellence across major health care and medical technology firms. He has previously held senior leadership roles at Philips Healthcare, GE Healthcare and Health Recovery Solutions, where he led large-scale commercial organizations and successfully integrated complex global acquisitions.

"Closing this acquisition is a milestone that establishes the medical pillar of our VitalOS strategy," said Kalvie Legat, chief executive officer and director of Vitalist. "We are evolving from a smartwatch company into a multipillar ecosystem company. VitalOS will power compelling consumer experiences with our Reebok partnership and white-label customers; by adding Somatix, we can now bring medical-grade analytics to the same platform. This lets us serve a broader market -- from fitness enthusiasts to seniors in long-term care, with one scalable operating system. We are excited to work with Dr. Herman and Nick Padula to accelerate commercialization across all three pillars."

Particulars of the transaction

The transaction is being completed by way of a reverse triangular merger under the Delaware General Corporation Law. Vitalist's wholly owned subsidiary, Vitalist U.S. Inc., will merge with and into Somatix, with Somatix continuing as the surviving corporation and a wholly owned subsidiary of Vitalist. The merger will become effective at the time of filing of the certificate of merger.

Consideration and share issuance

Pursuant to the terms of the merger agreement, Vitalist expects to issue an aggregate of approximately 15,581,858 common shares to the stockholders of Somatix.

The consideration shares are issued at a deemed issue price of 79 cents per share, representing the 90-day volume-weighted average price (VWAP) of the company's common shares for the period ending March 30, 2026. This equates to an aggregate deemed consideration value of approximately $12.31-million.

The aggregate merger consideration is structured to result in the target stockholders holding 20 per cent of the issued and outstanding common shares of Vitalist on a fully diluted basis (as defined in the merger agreement) immediately following the closing. On a non-diluted basis, the target stockholders will hold approximately 23.4 per cent of Vitalist's issued and outstanding common shares. To the knowledge of the company, no new control person (as defined in the policies of the exchange) will be created as a result of the transaction.

Net capital adjustment and conditions

The transaction includes a net capital adjustment mechanism. The merger consideration is subject to a dollar-for-dollar adjustment based on Somatix's closing net capital comprising closing cash plus working capital, minus indebtedness and transaction expenses, relative to a net capital target of $3.5-million (U.S.). If the closing net capital is less than the net capital target minus a variance allowance of $200,000 (U.S.), the number of consideration shares shall be reduced by an amount equal to such deficiency divided by the deemed issue price. Either party maintains a right to terminate the merger agreement if the closing net capital deficiency exceeds the $200,000 (U.S.) variance threshold.

Escrow and lock-up provisions

A total of 12.5 per cent of the consideration shares will be deposited into escrow with Endeavor Trust Corp. to secure certain indemnification obligations for a period of 18 months following the closing. Additionally, certain significant persons of Somatix will enter into lock-up agreements restricting the resale of their shares for the greater of any TSX Venture Exchange imposed escrow and as follows (i) 25 per cent for 12 months, (ii) 25 per cent for 18 months, and (iii) 50 per cent for 24 months, following the closing. In accordance with applicable Canadian securities laws, all consideration shares issued to target stockholders will be subject to a statutory four-month-and-one-day hold period from the date of issuance. The consideration shares are also subject to applicable resale restrictions under United States securities laws.

Funding commitment and board nomination

For the 12 month period following the closing, Vitalist has committed to allocate not less than $1.5-million (U.S.) to the development and operation of the medical sector platform. Furthermore, the former target stockholders will have the right to designate one individual for appointment to Vitalist's board of directors, and Vitalist will nominate two individuals designated by the former stockholders for election at the next annual meeting, inclusive of the target director. As of the date hereof, Somatix has not designated a target director.

Finders' fees

Kier Advisory Services acted as financial adviser on behalf of Vitalist and Kingswood Capital Partners LLC acted as financial adviser on behalf of Somatix. Kingswood will receive Vitalist shares equivalent to $50,000 (U.S.) and $100,000 (U.S.) in cash conditional upon the closing of the transaction. No other fees paid to Kier or Kingswood are contingent on closing.

Approval and governance

The transaction is an arm's-length transaction. Completion remains subject to the final approval of the exchange and the satisfaction of customary closing conditions. While the company has applied for exchange approval, there can be no assurance that the transaction will be completed as proposed or at all. To the knowledge of the company, no new control person will be created as a result of the transaction.

About Somatix Inc.

Somatix is a Delaware-incorporated medical technology company specializing in artificial-intelligence-powered remote patient monitoring. Its proprietary SafeBeing platform uses patented algorithms to analyze ADLs (activities of daily living) in real time, including medication adherence, fluid intake and fall detection, primarily serving the elderly care and chronic disease management markets. For the fiscal year ended Dec. 31, 2025, Somatix reported revenues of approximately $110,000 (U.S.), a net loss of approximately $3.05-million (U.S.) and total assets of approximately $2.33-million (U.S.).

About Vitalist Inc.

Vitalist is an innovative technology provider that helps brands build better products. Through VitalOS, brands create seamlessly connected devices and applications that adapt to each user. By uniting hardware and software with intelligent analytics, the company is building an ecosystem of personalized solutions that enhance human potential.

We seek Safe Harbor.