e-Play Digital Inc. — Capital/Financing Update 2022

Mar 10, 2022

Neighbourly Pharmacy Inc.

Treasury Offering of Subscription Receipts

Term Sheet

March 10, 2022

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed in connection with the securities offered, is required to be delivered with this document, and copies may be obtained from Scotia Capital (equityprospectus@scotiabank.com) and RBC Capital Markets (Distribution.RBCDS@rbccm.com) and are also available electronically at www.sedar.com under the profile of Neighbourly Pharmacy Inc.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment, and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered under the final base shelf prospectus and prospectus supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “ United States ”), and may not be offered or sold within the United States, or to, or for the account or benefit of a U.S. Person (as defined in Regulation S under the U.S. Securities Act) or a person in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. This term sheet does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. persons.

Issuer: Neighbourly Pharmacy Inc. (“ Neighbourly ” or the “ Company ”). Offering: Treasury offering of 4,500,000 subscription receipts (the “ Subscription Receipts ”). If the Acquisition Closing (as defined below) occurs prior to the Closing (as defined below), common shares of the Company (“ Common Shares ”) will be issued in lieu of Subscription Receipts. Issue Price: $28.95 per Subscription Receipt. Amount of Offering: Total gross proceeds of $130 million ($149.8 million if the Over- Allotment Option is exercised in full). Over-Allotment Option: The Company has granted the Underwriters the option (the “ Over-Allotment Option ”) to acquire up to an additional 15% of the Subscription Receipts sold pursuant to the Offering to cover over-allotments, if any, and for market stabilization purposes, at the same price and on the same terms and conditions of the Offering, exercisable in whole or in part at the Underwriters’ sole discretion and without obligation at any time until the earlier of: (i) 30 days following the closing date of the Offering or (ii) the occurrence of a Termination Event (as such term will be defined in the Subscription Receipt Agreement (as defined herein)). In the event the Over-Allotment Option is exercised following the Acquisition Closing, the Company shall issue the same number of Common Shares in lieu of Subscription Receipts. Concurrent Private Concurrent with the Offering and in accordance with a subscription agreement entered Placement: into between the Company and the Private Placement Subscriber (as defined herein), the Company will issue, at the same price and on the same terms and conditions as the Offering, 4,150,000 Subscription Receipts (the “ Placement Receipts ”) to Persistence Capital Partners or one of its affiliates (the “ Private Placement Subscriber ”) on a private placement basis (the “ Concurrent Private Placement ”). In addition, the Company has granted to the Private Placement Subscriber an option (the “ Private Placement Option ”), exercisable at the same time as, and pro rata to, the exercise of the Over- Allotment Option by the Underwriters, to purchase up to an additional 15% of the Placement Receipts on the same terms and conditions as the Concurrent Private Placement. The Placement Receipts sold pursuant to the Concurrent Private Placement will be subject to a statutory hold period of four months and one day from the closing date of the Concurrent Private Placement or the closing date of the Private Placement Option, as applicable.

The closing of the Concurrent Private Placement is scheduled to occur on the closing date of the Offering and is subject to a number of conditions, including the concurrent

Neighbourly Pharmacy Inc.

Treasury Offering of Subscription Receipts

Term Sheet

March 10, 2022

closing of the Offering.

The closing of the Offering is conditional on the concurrent closing of the Concurrent Private Placement. However, the Joint Bookrunners have the ability to waive such condition if the Concurrent Private Placement does not close, in which case, the Offering could close without the concurrent closing of the Concurrent Private Placement.

The Acquisition: The Company entered into a share purchase agreement (the “ Purchase Agreement ”) to acquire all of the issued and outstanding shares in the capital of Amenity Holdings Inc., the entity that owns and operates, directly or indirectly through its subsidiaries, the network of retail pharmacies known as Rubicon Pharmacies (“ Rubicon ” or “ Rubicon Pharmacies ”), for a total cash consideration of $435 million (the “ Purchase Price ”), subject to customary post-closing net working capital adjustments and ROFRs (as defined below) (the “ Acquisition ”). Rubicon is an independent pharmacy operator with a portfolio of 100 pharmacies mainly located in the Canadian Prairies.

All of the Rubicon Pharmacies are subject to rights of first refusal (“ ROFRs ”) in favour of certain third parties. If a ROFR is exercised by a third party before the Acquisition Closing, the Acquisition Closing will still occur but the pharmacies affected by the exercised ROFR (the “ ROFR Pharmacies ”) will be excluded from the purchase and sale contemplated by the Acquisition and the Purchase Price will be adjusted downward by an amount equal to the value attributed to the ROFR Pharmacies in accordance with the terms of the Purchase Agreement.

Completion of the Acquisition is subject to customary conditions for transactions of this nature, including the receipt of necessary third party (including lenders) consents and regulatory approvals. Neighbourly expects the completion of the Acquisition (the “ Acquisition Closing ”) to occur during the first quarter of its financial year ended March 25, 2023 (the second quarter of the calendar year 2022). Use of Proceeds: The net proceeds of the Offering and the Concurrent Private Placement will be used by the Company, if and when released from escrow, to pay a portion of the Purchase Price and the expenses related to the Acquisition.

In the event any ROFR Pharmacies are sold by Rubicon in accordance with the terms of applicable ROFRs prior to the Acquisition Closing, the net proceeds of the Offering and the Concurrent Private Placement will be used by the Company to pay a portion of the Purchase Price attributable to the remaining Rubicon Pharmacies and the expenses related to the Acquisition, and the remaining net proceeds, if any, will be used to strengthen the financial position, and allow the Company to fund future growth, including continuing to make accretive acquisitions.

Exchange of	Each Subscription Receipt will entitle the holder thereof, without payment of any
Subscription Receipts:	additional consideration and without further action on the part of the holder, to receive
	one Common Share together with a Dividend Equivalent Payment (as defined herein),
	upon the terms and conditions to be described in the subscription receipt agreement
	to be entered into between the Company, the Joint Bookrunners and the Subscription
	Receipt Agent (as defined below) (the “Subscription Receipt Agreement”).
	The Subscription Receipts shall be deemed to be automatically exchanged upon the
	Acquisition Closing without further action on the part of the holder.

In the event that (i) the notice to be provided to the Subscription Receipt Agent by the Company certifying that the Escrow Release Conditions (as defined below) have been satisfied (the “ Escrow Release Notice and Direction ”) and the notice to be provided

Neighbourly Pharmacy Inc.

Treasury Offering of Subscription Receipts

Term Sheet

March 10, 2022

to the Subscription Receipt Agent by the Company certifying that the Acquisition Closing has occurred, respectively, are not delivered on or prior to 5:00 p.m. (Toronto time) on January 10, 2023 (the “ Acquisition Outside Time ”); (ii) the Company advises the Joint Bookrunners, the Private Placement Subscriber and the Subscription Receipt Agent or announces to the public that it does not intend to proceed with the Acquisition; (iii) the Purchase Agreement is terminated in accordance with its terms prior to the Acquisition Outside Time for any reason; or (iv) a Termination Event (as such term will be defined in the subscription receipt agreement to be entered into between the Company, the Private Placement Subscriber and the Subscription Receipt Agent (as defined below) (the “ Private Placement Subscription Receipt Agreement ”), which has not been waived by the Private Placement Subscriber, occurs (each of (i), (ii), (iii) and (iv) being a “ Termination Event ” and the date on which a Termination Event occurs being the “ Termination Date ” and the time of occurrence of the earliest of such Termination Events being the “ Termination Time ”), the Escrowed Funds (as defined below) and the interest or other income actually earned thereon, plus that portion of the underwriting fee that was not included in the Escrowed Funds and the interest that would have been earned on such portion of the underwriting fee were such fee included in the Escrowed Funds, will be reimbursed pro rata to the holders of Subscription Receipts, less any applicable withholding taxes.

Escrow:

Upon the Closing, the gross proceeds from the Offering, less 50% of the related underwriting fee (the “ Escrowed Funds ”), and the net proceeds of the Concurrent Private Placement will, from the Closing until the earlier of (i) delivery of the Escrow Release Notice and Direction and (ii) the Termination Time, be held in separate escrows by a Canadian trust company or other escrow agent acceptable to the Company and the Joint Bookrunners (on behalf of the Underwriters) (the “ Subscription Receipt Agent ”), as agent and bailee on behalf of the holders of Subscription Receipts, together with the interest or other income earned thereon, and deposited or invested, as the case may be, in short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada (and other permitted investments), all pursuant to the terms of the Subscription Receipt Agreement.

Provided that the Escrow Release Notice and Direction is provided to the Subscription Receipt Agent prior to the Termination Time, the Escrowed Funds, less the remaining 50% of the underwriting fee, will be released by the Subscription Receipt Agent to the Company (along with any accrued interest thereon less any amount required to satisfy the Dividend Equivalent Payment).

“ Escrow Release Conditions ” means (i) the satisfaction or waiver of all conditions to the completion of the Acquisition in all material respects in accordance with the terms of the Purchase Agreement (other than the payment of the purchase price pursuant to the Purchase Agreement and such conditions precedent that by their nature are to be satisfied at the Acquisition Closing), without amendment or waiver which would be materially adverse to the Company, unless the consent of the Joint Bookrunners, acting reasonably, is given to such amendment or waiver, and without the prior occurrence of a Termination Event, (ii) the escrow release conditions under the Private Placement Subscription Receipt Agreement having been satisfied or waived, and (iii) the delivery of a notice to that effect, and indicating the scheduled Acquisition Closing time, by the Company to the Subscription Receipt Agent.

If the Acquisition Closing occurs prior to the Termination Time and the record dates for one or more cash dividends on the Common Shares shall have occurred during the period from and including the Closing date to but excluding the Acquisition Closing date, each holder of a Subscription Receipt shall be entitled to receive an amount per Subscription Receipt (the “ Dividend Equivalent Payment ”) equal to the amount of such dividend(s) per Common Share on the later of the Acquisition Closing, or the

Dividend Equivalent Payment:

Neighbourly Pharmacy Inc.

Treasury Offering of Subscription Receipts

Term Sheet

March 10, 2022

date the dividend is paid to shareholders of the Company, less any applicable withholding taxes.

	The declaration and payment of dividends on the Common Shares by the Company
	are at the discretion of the board of directors of the Company. Currently, dividends on
	the Common Shares are payable on a quarterly basis. It is expected that the next
	dividend payable to holders of Common Shares will be payable on or about April 12,
	2022 to shareholders of record as of March 15, 2022.
	No Dividend Equivalent Payment will be made to holders of Subscription Receipts if a
	Termination Event occurs.
Joint Bookrunners:	Scotiabank and RBC Capital Markets.
Lock-Up:	In connection with the completion of the Offering, each of the Company and the Private
	Placement Subscriber will be subject to lock-up arrangements ending 90 days after the
	Closing, subject to certain limited exceptions.
Selling Jurisdictions:	The Subscription Receipts will be distributed by way of a prospectus supplement to the
	short form base shelf prospectus of the Company dated October 19, 2021 in all
	provinces and territories of Canada (collectively, the “Jurisdictions”) and will be
	eligible for sale in the United States to Qualified Institutional Buyers (as defined in Rule
	144A under the U.S. Securities Act) by the Underwriters pursuant to an exemption
	under Rule 144A, and in other jurisdictions outside of Canada and the United States
	agreed upon by the Company, such consent not to be unreasonably withheld or
	delayed, provided that no prospectus filing, registration statement, continuous
	disclosure requirements or comparable obligations arise in such jurisdictions.
Form of Underwriting:	Bought deal, subject entering into a mutually acceptable underwriting agreement
	containing “disaster out”, “proceedings to restrict distribution out” and “material adverse
	change out” clauses running to Closing, and other industry standard provisions.
Eligibility:	The Subscription Receipts and Common Shares will be qualified investments eligible
	for RRSPs, RRIFs, RESPs, RDSPs, TFSAs and DPSPs, provided certain additional
	conditions are met for the Subscription Receipts.
Underwriting Fee:	Fee of 4% of the gross proceeds of the issuance and sale of Subscription
	Receipts; 50% will be due upon Closing, with the remaining 50% due upon, and
	subject to, the later of (a) Closing and (b) Acquisition Closing. In the event the
	Escrowed Funds are refunded to purchasers following the occurrence of a Termination
	Event, the underwriting fee will be reduced to the amount paid upon the Closing.
Listing:	The Common Shares currently trade on the Toronto Stock Exchange (the “TSX”) under
	the symbol “NBLY”.
	The Company will apply to list the Subscription Receipts and the Common Shares
	issuable upon the automatic exchange of the Subscription Receipts issued pursuant
	to the Offering on the TSX. Listing is subject to the approval of the TSX in accordance
	with applicable listing requirements.
Closing:	On or about March 18, 2022 (the “Closing”).