TORONTO, Dec. 30, 2024 (GLOBE NEWSWIRE) — Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) (the “Company” or “Entourage”) is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1001007762 Ontario Inc. (the “Purchaser”) and 2437653 Ontario Inc. (the “Guarantor”) pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Common Shares”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Transaction”). Certain obligations of the Purchaser under the Arrangement Agreement have been guaranteed by the Guarantor. Each of the Purchaser and the Guarantor are related parties of LiUNA Pension Fund of Central and Eastern Canada (“LPFCEC”).

Under the terms of the Arrangement Agreement, the Purchaser has agreed to acquire all of the Common Shares for cash consideration equal to C$0.005 per Common Share (the “Consideration”). The Arrangement Agreement also provides for the same Consideration to be paid to holders of certain vested convertible securities of the Company. In connection with the Transaction, the Company has also entered into debt settlement agreements (the “Debt Settlement Agreements”) with holders of C$1,013,050 in aggregate principal amount of unsecured debentures issued by a subsidiary of the Company (the “Unsecured Debentures”). The Debt Settlement Agreements provide for the full and final settlement of the Unsecured Debentures in exchange for an aggregate cash payment of C$250,000 to the holders of the Unsecured Debentures, conditional upon closing of the Transaction.