Goodbody Health Announces Annual General and Special Meeting of Shareholders

July 14, 2022 at 07:01 AM EDT

VANCOUVER, BC / ACCESSWIRE / July 14, 2022 / Goodbody Health Inc. (CSE:GDBY)(OTCQB:GDBYF) ("Goodbody" or the "Company"), announces that further to its news release dated June 10, 2022, the Company has mailed its proxy materials, with instructions on how to attend and vote, to its shareholders of record as of July 5, 2022 for its annual general and special meeting to be held on August 9, 2022 at 9 am (Pacific time) at The Blue Building, Stubbs Lane, Beckington, Frome, BA11 6TE, United Kingdom (the "Meeting"). The information circular dated July 8, 2022, forming part of the proxy materials, sets out full details of the Company's intention to de-list from the Canadian Securities Exchange (the "De-Listing") and to re-domicile the Company from the Province of British Columbia to Guernsey (the "Continuation"), subject to shareholder approval. The information circular and proxy materials will shortly be available at the Company's website at www.goodbodyhealth.com.

Goodbody intends to retain its quote on the AQSE Growth Market in London and the OTCQB quote in the United States. Further announcements regarding the post-Continuation trading arrangements on the AQSE Growth Market will be made in due course.

Prior to the Continuation and the De-Listing, the Company intends to consolidate all of its issued and outstanding common shares on the basis of ten (10) pre-consolidation shares for one (1) post-consolidated share (the "Consolidation"). The Company currently has 364,962,152 common shares issued and outstanding. Following completion of the Consolidation, the Company would have approximately 36,496,215 common shares issued and outstanding. The Company will also consolidate all warrants and Options to the same ratio. The Company currently has 36,603,461 options issued and outstanding. Following completion of the Consolidation, the Company would have approximately 3,660,346 options issued and outstanding. The Company currently has 49,317,379 warrants issued and outstanding. Following completion of the Consolidation, the Company would have approximately 4,931,737 warrants issued and outstanding. Any fractional common shares resulting from the Consolidation would be rounded to the nearest whole common share, with any fraction of 0.5 or above rounded up and any fraction of less than 0.5 rounded down. Pursuant to the Company's current articles, the Company's board of directors can authorize the Consolidation by directors' resolutions. The Consolidation is subject to Canadian Securities Exchange approval.

The voting results from the Meeting regarding the Continuation will not affect the De-Listing or the Consolidation.

The Company's proxy materials are also available on the Company's SEDAR profile on www.sedar.com.

About Goodbody (CSE: GDBY)

Goodbody is a UK based aggregator of Health and Wellness products and services operating through a network of over 200 clinics in the UK undertaking diagnostic testing, mainly pharmacy based. It also has a GMP and ISO22000accredited CBD extraction and manufacturing facility in Poland and an ISO27001 accredited laboratory in the UK. It grew the business income 9-fold from 2020 to 2021.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. These statements are identified by the use of the words "project," "believe," "estimate," "expect," "anticipate," "intend," "contemplate," "foresee," "would," "could," "plan," and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward- looking statements are based on management's current expectations and beliefs concerning future developments and their potential effect on Goodbody. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Goodbody will be those that are anticipated. All comments concerning the Company's expectations for future revenues and operating results are based on the Company's estimates for its existing operations and do not include the potential impact of any future acquisitions. Goodbody's forward-looking statements involve significant risks and uncertainties (some of which are beyond Goodbody's control) and assumptions that could cause actual results to differ materially from Goodbody's historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: the re-domicile may not be approved by shareholders; the Board of Directors may choose to postpone or abandon the re-domicile at any time, including after shareholder approval; changes in Canadian or U.K. laws, including tax laws, that could effectively preclude Goodbody from completing the re-domicile or reduce or eliminate the benefits expected to be achieved from the re-domicile; an inability to realize expected benefits from the re-domicile or the occurrence of difficulties in connection with the re- domicile; and costs related to the re-domicile, which could be greater than expected. You are cautioned not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date of this press release. Forward-looking statements also are affected by the risk factors described in Goodbody's filings with the British Columbia Securities Commission. Goodbody undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Contact Information:

Marc Howells
Chief Executive Officer
+44 (0)20 7971 1255
enquiries@goodbodyhealth.com www.goodbodyhealth.com

Anne Tew
Chief Financial Officer
832-308-4975
enquiries@goodbodyhealth.com www.goodbodyhealth.com

Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.

SOURCE: Goodbody Health Inc.

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