• Your vote is important no matter how many shares you own. Vote well in advance of the proxy voting deadline: September 28, 2026 at 10:00 am.

• The Board of Jamieson Wellness unanimously recommends that shareholders vote FOR the Arrangement.

• Shareholders who have questions or need assistance with voting their shares may contact Jamieson Wellness' proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free calls in North America), 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number or by email at assistance@laurelhill.com.

TORONTO, Sept. 16, 2026 /CNW/ -- /CNW/ – Jamieson Wellness Inc. ("Jamieson Wellness" or the "Company") (TSX: JWEL) is pleased to announce that two leading independent advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis"), have each recommended that the holders ("Shareholders") of common shares of the Company ("Shares") vote FOR a special resolution (the "Arrangement Resolution") to approve a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario), pursuant to which Kirin Holdings Company, Limited ("Kirin") has agreed to acquire all of the issued and outstanding Shares of Jamieson Wellness at a price of C$45.75 per Share in cash (the "Consideration").

ISS and Glass Lewis' Recommendations

In making its recommendation that Jamieson Wellness' Shareholders vote FOR the Arrangement Resolution, ISS' report states:

"Vote FOR this resolution, as the transaction provides shareholders with certainty of value and immediate liquidity through a premium cash consideration…. the transaction was negotiated by an independent special committee, and the company conducted a robust market process. There is no evidence to suggest that the consideration offered is inadequate or that the valuation is not credible.

In making its recommendation that Jamieson Wellness' Shareholders vote FOR the Arrangement Resolution, Glass Lewis' report concludes:

"The proposed transaction is the result of a robust competitive process, which included outreach to and responding to inbound inquiries from multiple potential acquirers...

On the valuation side, the Company and the special committee received favorable fairness opinions from BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. However, the findings from the analyses performed by the advisors were not disclosed by the Company. That said, in support of the financial terms of the proposed transaction, the Company provided a precedent transaction analysis, which suggests that the deal-implied LTM Adjusted EBITDA multiple (16.0x) compares favorably to multiples observed in a set of selected precedent transactions (10.0x to 16.1x). It should be noted, however, that one of the transactions in the Company's set was announced but not closed yet...

Based on the foregoing factors, this proposal warrants shareholder support."

Tim Penner, Chair of the board of directors (the "Board") and the special committee of independent directors of the Board (the "Special Committee"), stated: "We are pleased that the leading independent proxy advisory firms have recognized the benefits of the Arrangement for Jamieson Wellness' shareholders and have recommended that shareholders vote in favour of the Arrangement. These recommendations support the conclusions and recommendations of the Special Committee, who oversaw a robust competitive sales process that lasted nearly five months. The Arrangement provides shareholders with the opportunity to realize immediate and certain value for their investment at a premium to recent trading levels."

The Board, after taking into account, among other things, the unanimous recommendation of the Special Committee and after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Company and the Consideration to be received by Shareholders is fair, from a financial point of view, to such Shareholders. The Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

The Company's special meeting of Shareholders (the "Meeting") at which Shareholders will vote on the Arrangement Resolution will take place virtually at 10:00 a.m. (Toronto time) on September 30, 2026. Shareholders can access the Meeting using the following link: https://virtual-meetings.tsxtrust.com/1980 and using the Meeting password "jamieson2026" (case sensitive).

Jamieson Wellness designed the format of the virtual meeting so that Shareholders have substantially similar opportunities to vote and participate as they would have at an in-person meeting, but with the ability to do so remotely from any location around the world.

Shareholder Questions and Voting Assistance

The Circular and related materials with additional details about the Arrangement are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca, as well as on Jamieson Wellness' website at www.jamiesonwellness.com. Shareholders who have questions about the information contained in the Circular or require assistance with voting their Shares may contact Laurel Hill Advisory Group, Jamieson Wellness' proxy solicitation agent and Shareholder communications advisor:

Laurel Hill Advisory Group

Toll-Free: 1-877-452-7184 (for Shareholders in North America)
International: 1-416-304-0211 (for Shareholders outside North America)
Text Message: Text "INFO" to 1-877-452-7184 or 1-416-304-0211.
By Email: assistance@laurelhill.com

About Jamieson Wellness

Jamieson Wellness is dedicated to Inspiring Better Lives Every Day with its portfolio of innovative natural health brands. Established in 1922, the Jamieson brand is Canada's #1 VMS brand. The Company's youtheory brand, acquired in 2022, is an established and growing VMS brand in the U.S. Combined, these global brands are available in more than 50 countries worldwide. The Company also offers a variety of innovative VMS products as well as sports nutrition products to consumers in Canada with its Progressive, Smart Solutions, Iron Vegan and Precision brands. The Company is a participant of the United Nations Global Compact and adheres to its principles-based approach to responsible business. For more information, please visit jamiesonwellness.com.

Jamieson Wellness' head office is located at 1 Adelaide Street East Suite 2200, Toronto, Ontario, Canada.

Forward Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projects", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements with respect to the Arrangement, including statements with respect to the premium to be received by Shareholders; the expected benefits of the Arrangement; the anticipated timing of the proxy voting deadline and the Meeting; and other statements that are not statements of historical facts, are all considered to be forward-looking information.

Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Arrangement may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, court or regulatory approvals and other conditions to the closing of the Arrangement or for other reasons; the risk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete the Arrangement, for any reason, could have on the price of the Shares or on the business of the Company; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the Company's ability to retain and attract key personnel during and following the interim period; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; and those other risks discussed in greater detail under the "Risk Factors" section of our annual information form dated March 31, 2026 which is available under our issuer profile on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Jamieson Wellness Inc.