Mr. David Watson reports

MEDICAL FACILITIES CORPORATION ANNOUNCES RESULTS OF SUBSTANTIAL ISSUER BID

Medical Facilities Corp. will take up and repurchase for cancellation 3,374,313 of its outstanding common shares at a price of $18.00 per common share (the purchase price) under the corporation's substantial issuer bid (the offer), for aggregate consideration of approximately $60,737,634. The offer expired at 11:59 p.m. ET on March 11, 2025. All amounts in this press release are in Canadian dollars.

Payment for the purchased common shares will be effected by Computershare Investor Services Inc., acting as depositary for the offer (the depositary), in accordance with the offer and applicable law. Any common shares not taken up by the corporation will be returned to shareholders promptly by the Depositary.

The common shares to be purchased under the offer represent approximately 14.7 per cent of the issued and outstanding common shares on a non-diluted basis as of the close of business on Feb. 23, 2025, the last full trading day prior to the date the amended terms of the offer were publicly announced. After giving effect to the offer, approximately 19,549,849 common shares are expected to be issued and outstanding.

The full details of the offer are described in the offer to purchase and issuer bid circular dated Jan. 20, 2025, as amended by the notice of variation and extension dated Feb. 25, 2025, the amended letter of transmittal and the amended notice of guaranteed delivery. The offer documents were mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+, and posted on the corporation's website.

The corporation's normal course issuer bid (the NCIB) to purchase up to a maximum of 2,339,066 common shares through the facilities of the TSX or alternative Canadian trading systems was suspended during the period of the offer. The NCIB will resume on March 17, 2025, and purchases of common shares are expected to continue until the expiry of the NCIB on Nov. 30, 2025.

To assist shareholders in determining the tax consequences of the offer, the corporation estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per common share is approximately $10.98. Given that the purchase price per common share exceeds the paid-up capital per common share, shareholders who have sold common shares to the corporation under the offer will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the purchase price per common share exceeds the paid-up capital per common share. The dividend deemed to have been paid by Medical Facilities to Canadian resident persons is designated as an eligible dividend for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $17.31 per common share, being the closing trading price for the common shares on the TSX on March 11, 2025. Shareholders should consult with their own tax advisers with respect to the income tax consequences of the disposition of their common shares under the offer.

The information agent for the offer is:

Shorecrest Group Ltd.

Telephone: 647-931-7454

Toll-free: 1-888-637-5789

E-mail: contact@shorecrestgroup.com

About Medical Facilities Corp.

Medical Facilities, in partnership with physicians, owns a portfolio of highly rated, high-quality surgical facilities in the United States. Medical Facilities' ownership includes controlling interests in three specialty surgical hospitals located in Arkansas, Oklahoma and South Dakota, and an ambulatory surgery centre (ASC) located in California. The specialty surgical hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ASC specializes in outpatient surgical procedures, with patient stays of less than 24 hours.

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