Mr. Kalvie Legat reports

VITALIST INC. ANNOUNCES CLOSING OF ACQUISITION OF SOMATIX AND APPOINTMENT OF CHIEF SCIENCE OFFICER AND CHIEF REVENUE OFFICER

Vitalist Inc., further to its news release dated March 31, 2026, has successfully completed the acquisition of Somatix Inc., a leader in AI-powered (artificial intelligence) remote patient monitoring.

Transaction highlights:

• Strategic expansion: Vitalist has entered the high-growth medical wearables and remote patient monitoring sectors.
• Consideration: Vitalist issued 15,581,854 common shares to the Somatix stockholders, inclusive of the financial advisory fees noted below, in exchange for 100 per cent of the common stock of Somatix. The consideration shares were issued for aggregate deemed consideration of $12.3-million (Canadian). Immediately following closing, the former Somatix stockholders held approximately 23.24 per cent of the issued and outstanding common shares of Vitalist.
• Net capital: At closing, Somatix had net capital of approximately $3.3-million (U.S.).
• Financing commitment: Vitalist intends to allocate not less than $1.5-million (U.S.) over the next 12 months to the development of its newly acquired medical sector platform.

"This acquisition represents a transformative step for Vitalist, not only allowing us to enter the medical space, but also providing VitalOS with key health and wellness features that brands can utilize on their wearable devices," said Kalvie Legat, chief executive officer and director of Vitalist. "Somatix brings not only a pipeline of health care providers, and valuable intellectual property around powerful health and wellness algorithms, but also a proven leadership team. We are thrilled to welcome Dr. Charles Herman to join Vitalist as chief science officer. Furthermore, we are excited to welcome Nick Padula as chief revenue officer of Vitalist. Their collective expertise will be instrumental as we integrate Somatix's technology and accelerate our commercialization road map."

"Joining forces with Vitalist is a natural evolution for Somatix and a win for our patients and partners," said Dr. Charles Herman, CEO of Somatix. "By integrating our passive gesture detection technology into the VitalOS ecosystem, we can scale our remote patient monitoring capabilities to a global audience. Vitalist's expertise in the physical hardware and smart watch business is the missing piece of the puzzle for us. I look forward to contributing as chief science officer as we define the next generation of wearable health solutions."

Additional transaction details

The transaction was structured as a merger of Somatix and Vitalist U.S. Inc. under the laws of the State of Delaware, with Somatix surviving as a wholly owned subsidiary of Vitalist. The transaction is an arm's-length transaction and does not constitute a reverse takeover of or change of business for Vitalist under the policies of the TSX Venture Exchange.

The consideration shares were issued at a deemed price of 79 Canadian cents per share, representing the volume-weighted average trading price of the common shares of Vitalist on the TSX Venture Exchange for the 90-day period ended March 30, 2026.

A total of 12.5 per cent of the consideration shares have been deposited into escrow with Endeavor Trust Corp. for a period of 18 months to secure certain indemnification obligations of the former Somatix stockholders.

Additionally, certain former significant Somatix stockholders have entered into lock-up agreements with Vitalist restricting the resale of their consideration shares, with 25 per cent to be released after 12 months, 25 per cent after 18 months and the remaining 50 per cent after 24 months, in each case following closing. All consideration shares are also subject to statutory hold periods in Canada and the United States under applicable securities laws.

Financial advisers

Kingswood Capital Partners LLC acted as financial adviser to Somatix, and was paid a financial advisory fee consisting of $100,000 (U.S.) in cash and 87,812 common shares of Vitalist, issued at a deemed price of 79 Canadian cents per share. Kier Advisory Services acted as financial adviser to Vitalist.

Leadership and governance

Dr. Herman has been appointed as chief science officer of Vitalist and will continue to serve as CEO of Somatix. Mr. Padula has been appointed president of Somatix and chief revenue officer of Vitalist and Somatix. The former Somatix stockholders maintain the right to designate one individual for appointment to the board of directors of Vitalist prior to the next annual meeting of shareholders and to have two individuals nominated for election at the next annual meeting of shareholders.

Approval and governance

The transaction is an arm's-length deal. No new control person was created as a result of the transaction.

Debenture amendment

Vitalist and certain of its creditors have entered a fourth debenture amendment agreement, effective April 1, 2026. Under the terms of the amendment, the maturity date for Vitalist's outstanding secured debentures has been extended by 12 months, to July 1, 2028. Additionally, the parties agreed to a 12-month extension of the penalty timeline, stipulating that the 20-per-cent principal penalty premium will now only apply to the unpaid principal balance on July 1, 2027. The amendment also confirms and extends the interest-free provision, ensuring that the outstanding principal balance, which includes previously crystallized interest, will continue to bear no interest through the newly extended maturity date. All other terms and conditions remain in full force and effect.

Employee stock options

Vitalist has granted options to purchase an aggregate of 1.59 million common shares to certain key employees and contractors under its 2024 omnibus equity incentive plan. The options have an exercise price of 79 cents, vest over a 24-month period and expire on April 30, 2031. All options are subject to the terms of the applicable grant agreements and the requirements of the TSX Venture Exchange.

Early warning disclosure

This portion of the news release is issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, pursuant to which The John Hantz Trust of Feb. 4, 1992, as amended and restated on March 30, 2020, as may be further amended, will file an early warning report in connection with the closing of the transaction. The early warning report will be available under Vitalist's SEDAR+ profile.

Pursuant to the transaction, Vitalist issued an aggregate of 10,319,985 common shares to the John Hantz Trust and Hantz Family Tradition VII LLC (Hantz LLC", an affiliate of the John Hantz Trust deemed to be acting jointly or in concert with the John Hantz Trust pursuant to applicable securities laws, at a deemed price of 79 Canadian cents per share, representing an aggregate deemed consideration of $8.1-million (Canadian).

Prior to the transaction, the acquirors did not own or control any securities of Vitalist. Upon completion of the transaction, the John Hantz Trust acquired ownership and control over 8,151,715 common shares and Hantz LLC acquired ownership and control over 2,168,270 common shares, collectively representing approximately 15.48 per cent of the issued and outstanding common shares of Vitalist.

The acquired shares were issued to the acquirors pursuant to the transaction. The acquirors may, from time to time, take such actions in respect of their holdings of securities of Vitalist, as they may deem appropriate, in light of the circumstances then existing, including the purchase of additional common shares or other securities of Vitalist, or the disposition of all or a portion of their shareholdings in Vitalist, subject in each case to applicable securities laws and the terms of such securities. The acquirors may also, from time to time, increase or decrease their ownership, control or direction over securities of Vitalist held by them, through market transactions, private agreements or otherwise, depending on market conditions, the business and prospects of Vitalist, and other relevant factors.

The early warning report will be filed by the John Hantz Trust in accordance with applicable securities laws and will be available under Vitalist's SEDAR+ profile. To obtain a copy of the early warning report, please contact the John Hantz Trust, 2007 Hazel St., Birmingham, Mich., 48009, attention: Brooke Popadich, 1-248-304-2855, extension 1121.

About Somatix Inc.

Somatix is a medical technology company specializing in AI-powered remote patient monitoring. Its SafeBeing platform uses patented algorithms to analyze 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, Vitalist is building an ecosystem of personalized solutions that enhance human potential.

We seek Safe Harbor.