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13260978v2

13260978v2

Global Health Clinics Ltd.

400-837 West Hastings Street

Vancouver, BC V6C 3N6

Tel: 1.855.537.6272

NOT FOR DISSEMINATION IN THE UNITED STATES

NEWS RELEASE

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

Vancouver, BC, August 27, 2026 - Global Health Clinics Ltd. ("Global Health" or the "Company") (CSE: MJRX.X) (Frankfurt: L002) announces that it intends to complete a non-brokered private placement (the "Private Placement") and a shares-for-debt settlement (the "Debt Settlement", and together with the Private Placement, the "Financing") for aggregate gross proceeds and debt settled of up to $6,000,000.

Under the Financing, the Company proposes to issue up to 120,000,000 common shares (each, a " Share") at a deemed or subscription price, as applicable, of $0.05 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 "CSE").

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 (each, a "Related Party") 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 ("MI 61-101"). 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 $2,500,000.

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+ (www.sedarplus.ca). 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 finder's fees are expected to be paid in connection with the Financing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.

Global Health Clinics Ltd.

On behalf of the Board of Directors of Global Health Clinics Ltd.

Cassidy McCord

CEO

Contact Information:

Tel.: 1.855.537.6272

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE)

accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about the Financing, including with respect to any insider participation in the Financing, the availability of the exemptions from the formal valuation and minority shareholder approval requirements under 61-101, the timing of closing and filing of the material change report, the intended use of proceeds, that no finder's fees will be payable, the combination of the Private Placement and Debt Settlement comprising the Financing, as well as the intentions, plans and future actions of the Company. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company, including with respect to assumptions about the Company's ability to obtain the required approvals for the Financing, and to get investor interest and settle debt as proposed in the Financing. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to those identified and reported in the Company's public filings under the Company's SEDAR+ profile at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.