ACQUISITION OF COMMON SHARES OF GREENBROOK TMS INC.

This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

HACKENSACK, N.J., July 15, 2022 /CNW/ - On July 14, 2022 (the "Closing Date"), Greenbrook TMS Inc. ("Greenbrook"), through its wholly-owned U.S. subsidiary, TMS NeuroHealth Centers Inc. ("NeuroHealth"), acquired all of the issued and outstanding equity interests in Check Five LLC, a Delaware limited liability company (doing business as "Success TMS") ("Success TMS") from its parent company, Success Behavioral Holdings, LLC ("Seller") (the "Transaction").

As consideration for the purchase of Success TMS, its direct and indirect owners and/or lenders, including Benjamin Klein ("Klein"), Theragroup LLC ("Theragroup"), a holding company and Delaware limited liability corporation controlled by Klein and majority owned by Klein's spouse, Batya Klein, and The Bereke Trust UTA Dated 2/10/03, a family trust controlled by Klein's spouse, Batya Klein, as sole trustee (the "Trust" and, collectively with the Seller, Klein, Batya Klein and Theragroup, the "Seller Parties") received, in the aggregate, 8,725,995 common shares in the capital of Greenbrook (the "Common Shares"), representing approximately 29.64% of the Common Shares, and an additional 2,908,665 Common Shares, representing approximately 9.88% of the Common Shares, have been held back and deposited with an escrow agent, to be released to Klein or Greenbrook, as applicable, in accordance with the terms of the Escrow Agreement (as defined below) and the Purchase Agreement (as defined below) upon satisfaction of customary working capital and certain other adjustments, including to satisfy any indemnity claims against the Seller Parties.

The Transaction was effected in accordance with the terms of a membership interest purchase agreement, dated as of May 15, 2022, entered into by and among Greenbrook, NeuroHealth, Success TMS and the Seller Parties (the "Purchase Agreement"). A copy of the Purchase Agreement is available under the profile of Greenbrook on SEDAR at www.sedar.com.

Pursuant to the Transaction, Klein acquired ownership or control, directly or indirectly, over an aggregate of 7,837,137 Common Shares, representing approximately 26.62% of the issued and outstanding Common Shares, of which 3,962,732 Common Shares, representing approximately 13.46% of the Common Shares are held directly by Klein and 3,874,405 Common Shares, representing approximately 13.16% of the Common Shares, are held by Theragroup. The Trust holds, following completion of the Transaction, 888,858 Common Shares, representing approximately 3.02% of the Common Shares. Prior to the closing of the Transaction, none of Klein, Theragroup or the Trust owned or controlled, directly or indirectly, any securities of Greenbrook.

The deemed value of the Common Shares acquired by Klein and Theragroup pursuant to the terms of the Purchase Agreement was $1.7577 per Common Share, being equal to the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five (5) trading days ending July 12, 2022. As a result, the Common Shares issued directly to Klein on the Closing Date have an implied value of approximately $6,965,294.04, the Common Shares issued to Theragroup, which are controlled by, but not owned by, Klein, have an implied value of approximately $6,810,041.67, and the Common Shares issued to the Trust have an implied value of approximately $1,562,345.71.

Klein and Theragroup will each evaluate their investments in Greenbrook from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease their shareholdings through market transactions, private agreements, or otherwise, subject to and in accordance with the terms of certain ancillary agreements entered into by Klein, Theragroup and other joint actors in connection with the completion of the Transaction, including (i) an investor rights agreement (the "Investor Rights Agreement") entered into between Klein and Greenbrook dated as at the Closing Date; (ii) an escrow agreement (the "Escrow Agreement") entered into by and among Klein, in his capacity as Sellers' Representative (as defined in the Purchase Agreement), Greenbrook, NeuroHealth and Computershare Trust Company, N.A., in its capacity as escrow agent, dated as at the Closing Date; (iii) a resale registration rights agreement entered into among Klein, Greenbrook, Theragroup and the Trust, dated as at the Closing Date; and (iv) a lock-up agreement entered into among the Seller Parties, NeuroHealth and Greenbrook dated as at the Closing Date. Other than (i) exercising board nomination rights in accordance with the Investor Rights Agreement, and (ii) the potential increase or decrease in beneficial ownership resulting from any release(s) and/or new share issuances (or forfeitures) pursuant to the terms of the Escrow Agreement and/or the Purchase Agreement, as the case may be, neither Klein nor Theragroup currently has any plans with respect to their ownership of securities of Greenbrook.

A copy of the reports relating to the securities of Greenbrook acquired by Klein and Theragroup may be found on Greenbrook's SEDAR profile at www.sedar.com or may be obtained from Mr. Klein at 201-470-5751 or at 1 University Plaza, Suite 408, Hackensack, New Jersey 07601 USA. Greenbrook's head office is located at 890 Yonge Street, 7th Floor, Toronto, Ontario, M4W 3P4.

SOURCE Benjamin Klein

Benjamin Klein, T: 201-470-5751