ACQUISITION OF DEEMED BENEFICIAL OWNERSHIP 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., Aug. 15, 2022 /CNW/ - On August 12, 2022, the Benjamin Klein ("Klein") acquired "deemed beneficial ownership" (as defined under National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104")) of 1,163,466 common shares (the "Adjustment Holdback Shares") in the capital of Greenbrook TMS Inc. ("Greenbrook"), with such Adjustment Holdback Shares deemed to have been acquired beneficially by Klein under Section 1.8(1)(b) of NI 62-104. Klein has a right to acquire legal ownership of the Adjustment Holdback Shares pursuant to the terms of the Escrow Agreement (as defined below) on or about October 12, 2022. There is no assurance that Klein will ultimately acquire legal ownership or control or direction over all, or a any portion, of the Adjustment Holdback Shares, nor any assurance that he will maintain deemed beneficial ownership of the Adjustment Holdback Shares.

Klein acquired deemed beneficial ownership of the Adjustment Holdback Shares, and the right to ultimately acquire legal ownership of the Adjustment Holdback Shares, in connection with the previously announced closing of the acquisition of all of the issued and outstanding equity interests in Check Five LLC (doing business as "Success TMS") ("Success TMS"), a Delaware limited liability company, by Greenbrook, through its wholly-owned U.S. subsidiary, TMS NeuroHealth Centers Inc. ("NeuroHealth"), from Success TMS' parent company, Success Behavioral Holdings, LLC (the "Transaction").  The Transaction closed on July 14, 2022 and was effected in accordance with the terms of a membership interest purchase agreement (the "Purchase Agreement"), dated as of May 15, 2022, entered into by and among Greenbrook, NeuroHealth, Success TMS, Klein, Theragroup LLC ("Theragroup"), a 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. A copy of the Purchase Agreement is available under the profile of Greenbrook on SEDAR at www.sedar.com.  

Prior to Klein's acquisition of deemed beneficial ownership of the Adjustment Holdback Shares, Klein owned or controlled, directly or indirectly, an aggregate of 7,837,137 common shares ("Common Shares") in the capital of Greenbrook, representing approximately 26.62% of the Common Shares, of which 3,962,732 Common Shares, representing approximately 13.46% of the Common Shares, were held directly by Klein and 3,874,405 Common Shares, representing approximately 13.16% of the Common Shares, were held by Theragroup, a company controlled by Klein. As a result of Klein's acquisition of deemed beneficial ownership of the Adjustment Holdback Shares, Klein has deemed or legal beneficial ownership or control, directly or indirectly, over an aggregate of 9,000,603 Common Shares, representing approximately 30.58% of the Common Shares, of which Klein holds legal or deemed beneficial direct ownership over 5,126,198 Common Shares, representing approximately 17.41% of the Common Share, with the other 3,874,405 Common Shares, representing approximately 13.16% of the Common Shares, continuing to be held Theragroup.

The deemed value of the Adjustment Holdback Shares was $1.7577 per Adjustment Holdback Share pursuant to the terms of the Purchase Agreement, being equal to the volume-weighted average trading price of the Common Shares for the five (5) trading days ending July 12, 2022.  As a result, the Adjustment Holdback Shares have an implied value of approximately $2,045,024.

Klein will evaluate his investment in Greenbrook from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings through market transactions, private agreements, or otherwise, subject to and in accordance with the terms of the Investor Rights Agreement (as defined in early warning report (the "EWR") of Klein to which this press release relates), the Lock-Up (as defined in the EWR) and the Escrow Agreement (as defined in the EWR). 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), forfeiture(s) and/or new share issuances pursuant to the terms of the Escrow Agreement and/or the Purchase Agreement, as the case may be, Klein currently has no other plans or intentions that relate to or would result in the items listed in (a) through (k) above.

A copy of the report relating to the securities of Greenbrook acquired by Klein 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