Entourage Health Corp. Enters into Arrangement Agreement for Going-Private Transaction

Entourage Health Corp. (TSX-V: ENTG) (OTCQX: ETRGF) (FSE: 4WE) has announced that it has entered into a definitive arrangement agreement with 1001007762 Ontario Inc. (the "Purchaser") and 2437653 Ontario Inc. (the "Guarantor") for a going-private transaction. The Purchaser, a related party of LiUNA Pension Fund of Central and Eastern Canada ("LPFCEC"), will acquire all of the issued and outstanding common shares of Entourage for cash consideration equal to C$0.005 per Common Share.

The all-cash Consideration delivers immediate value and liquidity to shareholders, offering benefits given the limited trading volume, financial constraints, and reduced liquidity in the Company’s Common Shares. The Transaction also includes the full and final settlement of C$1,013,050 in aggregate principal amount of unsecured debentures issued by a subsidiary of the Company, in exchange for an aggregate cash payment of C$250,000 to the holders of the Unsecured Debentures, conditional upon closing of the Transaction.



The Arrangement Agreement resulted from a comprehensive negotiation process undertaken at arm’s length with the oversight and participation of the Special Committee advised by qualified legal and financial advisors. The Special Committee, comprised of independent directors of the Company, was established to consider strategic alternatives for the Company, including the Transaction. Following receipt of the unanimous recommendation of the Special Committee, the board of directors of the Company (the "Board") unanimously approved the Arrangement Agreement and the proposed Transaction.

Both the Special Committee and the Board determined that the Transaction is in the best interests of the Company and fair to the shareholders (other than any shareholders that are an affiliate of the Purchaser ("Purchaser Affiliated Shareholders")). Furthermore, the Board unanimously recommends that shareholders of Entourage vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction (the "Shareholder Meeting").



The Transaction addresses Entourage’s immediate liquidity needs and provides a path for the Company to restructure its debt terms and secure amended debt agreements with its creditors. The cash consideration received from the Transaction can be used to address the Company’s financial obligations and negotiate better debt terms with creditors. Additionally, the Transaction allows Entourage to improve its financial position by reducing its outstanding debt obligations and increasing its cash reserves, making the Company more appealing to creditors and increasing the likelihood of securing amended debt agreements with better terms.

In conclusion, the going-private transaction announced by Entourage Health Corp. provides immediate value and liquidity to shareholders, addresses the Company’s immediate liquidity needs, and facilitates the restructuring of its debt terms and the securing of amended debt agreements with creditors. The Transaction is in the best interests of the Company and its shareholders, and the Board recommends that shareholders vote in favour of the Transaction at the Shareholder Meeting.