Ms. Cassidy McCord reports

GLOBAL HEALTH CLINICS LTD. ARRANGES COMBINATION NON-BROKERED FINANCING AND SHARES-FOR-DEBT FOR UP TO $6,000,000

Global Health Clinics Ltd. intends to complete a non-brokered private placement and a share-for-debt settlement for aggregate gross proceeds and debt settled of up to $6-million.

Under the financing, the company proposes to issue up to 120 million common shares at a deemed or subscription price, as applicable, of five cents per share.

The financing is expected to consist of a combination of the private placement and the debt settlement. The final allocation between shares issued for cash under the private placement and shares issued in satisfaction of indebtedness under the debt settlement will be determined by the company prior to closing and disclosed in accordance with the policies of the Canadian Securities Exchange.

The net proceeds of the private placement will be used for the repayment of debt and for general working capital purposes. The debt settlement will reduce the company's outstanding indebtedness through the issuance of shares in satisfaction of bona fide debt owing by the company.

Insider participation/related party transaction

Certain insiders of the company may participate in the financing by subscribing for shares under the private placement and/or by settling outstanding indebtedness owing to them through the issuance of shares under the debt settlement. In addition, a portion of the proceeds of the private placement may be used to repay bona fide indebtedness owing to certain insiders. The issuance of shares to related parties under the private placement and the debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation requirement and the minority shareholder approval requirement of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, respectively, on the basis that the company is not listed on a specified market and, at the time the financing was agreed to, neither the fair market value of the securities to be distributed in the financing nor the consideration to be received for those securities, insofar as the financing involves related parties, exceeds $2.5-million.

To the extent that the repayment of indebtedness owing to any related party in cash from the proceeds of the private placement constitutes a related party transaction under MI 61-101, the company intends to rely on the same exemptions; such repayment is being made in respect of bona fide indebtedness at its face value and in accordance with its existing terms.

Further details will be included in a material change report to be filed by the company under its profile on SEDAR+. As the financing is expected to close on an expedited basis and participation by related parties is not expected to be settled until shortly before the anticipated closing, the material change report in respect of the related party transaction may be filed less than 21 days before closing of the financing, which the company considers reasonable and necessary in the circumstances in order to complete the financing in a timely manner.

All securities issued under the financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and may also be subject to an exchange hold or other resale restrictions under the policies of the CSE.

The financing remains subject to the approval of the CSE. Completion of the financing is also be subject to shareholder approval under the policies of the CSE. No finders' fees are expected to be paid in connection with the financing.

We seek Safe Harbor.