WEST PALM BEACH, FL - October 23, 2025 (NEWMEDIAWIRE) - Ethema Health Corporation (OTC: GRST) (“Ethema” “GRST” or the “Company”), and Addiction Recovery Care LLC (“Vendor”) entered into a Letter of Intent (“LOI”) to purchase certain of the assets and separate entities operating under the ARC brand name in Kentucky. The Letter of Intent is to purchase certain of the assets of the ARC in-patient facilities in Kentucky operating in Inez, Pikeville, Owensboro and Ashland, along with out-patient facilities in Kentucky operating in Prestonsburg,  Mount Sterling, Louisa, Ashland and Lexington. The separate entities include a Psychiatric Hospital, a Pharmacy, a Medical Laboratory and a Rural Health Clinic. The addiction treatment and psychiatric facilities have a capacity of approximately 900 patients. There are likely to be related real estate transactions involved in the acquisitions which will remain outside of the Company but could be utilized to generate substantial new equity for the Company.

FINANCING

The purchase price of the acquisitions will be funded with approximately 25% in cash, 25% in a vendor note and 50% in equity linked funding from the vendor.  The cash portion will be raised by issuance of new equity and the proceeds from sale and subsequent leasing of certain of the ARC facilities. The Company has used real estate sale and subsequent leaseback transactions to finance its Florida operations in 2023.

STRUCTURE

The Company will create a new entity (“NewcoARIA”) to acquire the ARC assets and separate entities and will ultimately also hold the Company’s existing Florida and Kentucky treatment entities. NewcoARIA will be initially owned by Ethema, new investors and the Vendor.  It is likely that the Company will pursue an Initial Public Offering of NewcoARIA on a senior U.S. exchange. The proposed structure would simplify this substantial acquisition and not complicate the equity and debt structure in Ethema.  Total revenue in the existing Florida and Kentucky entities is forecast at approximately $25 million for 2026 and the revenues from the acquired assets and separate entities is forecast to exceed $100 million in 2026.

Mr. Shawn Leon, Company CEO, reported, “The discussions that led to the signing of the LOI started in January 2025 and we are pleased to have finally reached an LOI agreement with ARC. The principle philosophy behind the proposal was that the combination of ARC’s assets with our ARIA Kentucky assets all operating under the ARIA brand, would create a statewide network of treatment facilities to not only service the entire state but to help steer the future of treatment in the state of Kentucky.”

Mr. Leon added, “We will implement our highly regarded, responsible operating philosophy and procedures to NewcoARIA, operating at the highest level of safety and compliance as our overriding guiding principle, which results in the very best care possible for our clients.” 

Mr Tim Robinson, CEO of ARC, also added, “Throughout our considerable discussion process we came to trust that our clients and staff would be best served by combining our assets with ARIA.  We remain committed to our staff, our clients and the  ARC mission and believe that this will continue under the ARIA umbrella. We look forward to getting through a challenging year and we believe that the proposed transaction will help put this behind us.”

About Ethema Health Corporation

Ethema Health Corporation (OTC:GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last decade and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information you can visit our website at www.ethemahealth.com. 

Notice Regarding Forward-Looking Statements

The information contained herein includes forward-looking statements.  These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements.  Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.  We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

For information please contact:

Ethema Health Corporation
shawn@ethemahealth.com     
Text to 416-500-0020
Twitter @healthethema

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