Exhibit (a)(1)(A)

SUNLINK HEALTH SYSTEMS, INC.

Offer to Purchase for Cash

Common Shares for an Aggregate Purchase Price

of Not More Than $2,500,000

at a Per Share Purchase Price of $1.60 Per Share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 21, 2017,

UNLESS THE OFFER IS EXTENDED OR TERMINATED

(SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

SunLink Health Systems, Inc., an Ohio corporation (the “Company ,” “SunLink ,” “we ,” “our” or “us” ), is offering to purchase for cash up to 1,562,500 of its common shares, no par value per share, from tendering shareholders at a purchase price of $1.60 per share (the “ Purchase Price ”) upon the terms and subject to the conditions described in this Offer to Purchase and in the related letter of transmittal (the “Letter of Transmittal ,” and together with this Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer” ). We are offering to purchase shares having an aggregate purchase price of no more than $2,500,000.

After the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, pay for common shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be $1.60 per share. The Company will purchase the maximum number of shares validly tendered in the Offer and not validly withdrawn having an aggregate purchase price not exceeding $2,500,000. Only shares validly tendered, and not validly withdrawn, will be eligible for purchase in the Offer. Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price of less than $2,500,000 are validly tendered and not validly withdrawn, we will buy at the Purchase Price all shares validly tendered and not validly withdrawn. Because of the proration and “odd lot” priority provisions described in this Offer to Purchase, all of the shares tendered at the Purchase Price may not be purchased if more than the number of shares having an aggregate purchase price of $2,500,000 are validly tendered and not validly withdrawn. See “Summary Term Sheet and Summary of Special Factors”—In what order will SunLink purchase the tendered shares .

Assuming that the Offer is fully subscribed, the approximate number of shares that will be purchased under the Offer is 1,562,500.

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6.

Our common shares are listed on the NYSE American, LLC stock exchange (the “NYSE American Exchange” ) and trade under the symbol “ SSY .” On November 17, 2017, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. On November 20, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. You are urged to obtain current market quotations for our common shares before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section  7 .

Neither the United States Securities and Exchange Commission (“ SEC ”) nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

Offer to Purchase, dated November 21, 2017

IMPORTANT

The Company’s Board of Directors (the “ Board ”) has authorized the Offer. However, none of the Company, the Board, the Depositary or the Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your shares. We have not authorized any person to make any such recommendation. You must make your own decisions as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to Purchase and in the letter of transmittal, including the purposes and effects of the offer. See Section 2. You are urged to discuss your decisions with your own tax advisor, financial advisor and/or broker.

Certain of our directors, executive officers and their affiliates currently intend to tender shares in the Offer. See Section  10 .

If you want to tender all or any portion of your shares, you must do one of the following prior to the Expiration Time:

If you want to tender your shares but your certificates for the shares are not immediately available, or cannot be delivered to the Depositary within the required time, or you cannot comply with the procedure for book-entry transfer on a timely basis, or your other required documents cannot be delivered to the Depositary prior to the Expiration Time, you may still tender your shares if you comply with the guaranteed delivery procedure described in Section  3 of this Offer to Purchase.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

We are not making the Offer to, and will not accept any tendered shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on our behalf by one or more registered brokers or dealers, which are licensed under the laws of such jurisdiction.

Questions and requests for assistance may be directed to D. F. King & Co., Inc., the information agent for the Offer (the “Information Agent” ) for the Offer, at their respective telephone numbers and addresses set forth on the back cover page of this Offer to Purchase. You may request additional copies of this Offer to Purchase, the Letter of Transmittal and other Offer documents from the Information Agent at the telephone numbers and address on the back cover page of this Offer to Purchase. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

SunLink has not authorized any person to make any recommendation on its behalf as to whether you should tender or refrain from tendering your shares in the Offer. You should rely only on the information contained in this Offer to Purchase and in the Letter of Transmittal or in documents to which we have referred you. Our delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained in this Offer to Purchase is correct as of any time other than the date of this Offer to Purchase or that there have been no changes in the information included or incorporated by reference herein or in the affairs of SunLink or any of its subsidiaries or affiliates since the date hereof. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information Agent.

TABLE OF CONTENTS

i

SUMMARY TERM SHEET AND

SUMMARY OF SPECIAL FACTORS

We are providing this summary term sheet and summary of special factors for your convenience. This summary term sheet highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer and “Special Factors” to the same extent described elsewhere in this Offer to Purchase. To understand the Offer fully and for a more complete description of the terms of the Offer, you should read carefully this entire Offer to Purchase, the Letter of Transmittal and the other documents relating to the Offer. Where we have deemed it helpful, we have included references to the sections of this Offer to Purchase where you will find a more complete description of the topics in this summary.

Who is offering to purchase the shares?

The issuer of the shares, SunLink Health Systems, Inc., is offering to purchase the shares.

What will be the Purchase Price for the shares and what will be the form of payment?

$1.60 per share. Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash up to 1,562,500 of our common shares at a price of $1.60 per share. We are offering to purchase shares having an aggregate purchase price of no more than $2,500,000. Promptly after Midnight, New York City time, on December 21, 2017, unless the Offer is extended or terminated (such time, as it may be extended, the “Expiration Time” ), we will, upon the terms and subject to the conditions of the Offer, pay for shares validly tendered in the Offer and not validly withdrawn.

We will pay the Purchase Price in cash, subject to applicable withholding and without interest, to all shareholders whose shares are accepted for payment pursuant to the Offer. See Section  1 .

How many common shares is SunLink offering to purchase?

We are offering to purchase, at the Purchase Price, up to 1,562,500 of our common shares which are validly tendered in the Offer and not validly withdrawn for a maximum aggregate purchase price of up to $2,500,000. Assuming that the Offer is fully subscribed, the number of shares purchased under the Offer will be 1,562,500. Assuming that the Offer is fully subscribed, the maximum of 1,562,500 shares that the Company is offering to purchase under the Offer represents approximately 17.05% of the total number of shares issued and outstanding as of November 20, 2017.

In addition, if more than $2,500,000 in value of shares are tendered in the Offer, we reserve the right to accept for purchase at the Purchase Price pursuant to the Offer up to an additional 2% of our outstanding shares without extending the Expiration Time. See Section  1 .

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section  6 .

How will SunLink pay for the shares?

We intend to fund any purchase of shares pursuant to the Offer, including the related fees and expenses, from cash on hand. See Section  8 .

How long do I have to tender my shares?

You may tender your shares until the Offer expires at the Expiration Time. The Offer will expire at Midnight, New York City time, on December 21, 2017, unless we extend or terminate the Offer.

1

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that they will have an earlier deadline for you to act to instruct them to accept the Offer on your behalf. We urge you to immediately contact your broker, dealer, commercial bank, trust company or other nominee to find out their deadline. See Section  1 and Section  3 .

Can the Offer be extended, amended or terminated and, if so, under what circumstances?

Yes, we can extend the Expiration Time for the Offer in our sole discretion at any time, subject to applicable laws. We may, however, decide not to extend the Expiration Time for the Offer especially as certain shareholders may find it beneficial from a tax perspective to sell higher basis shares in 2017. Accordingly, we do not expect to extend the Offer either beyond its initial scheduled expiration date but may do so in our sole discretion subject to applicable law. If we were to extend the Expiration Time for the Offer, the length of any extension that we may provide has not been determined. If the Expiration Time for the Offer is extended, we will delay the acceptance of any shares that have been tendered, and any shares that have been previously tendered may be withdrawn up until the Expiration Time, as so extended. We can also amend or terminate the Offer, subject to applicable law. See Section  4 , Section  6, and Section  14 .

How will I be notified if the Offer is extended, amended or terminated?

If the Expiration Time for the Offer is extended, we will issue a press release announcing the extension and the new Expiration Time no later than 9:00 a.m., New York City time, on the first business day after the last previously scheduled Expiration Time. We will announce any amendment to or termination of the Offer by issuing a press release announcing the amendment or termination. See Section  14 .

What is the purpose of the Offer?

Our Board, with the assistance of management, has reviewed a variety of alternatives for employing the Company’s available financial resources. The Board considered the Company’s capital structure, free cash flow, financial position and dividend policy, market prices for the common shares, as well as the Company’s operations, strategy, and expectations for the future. The primary purpose of the Offer is to return cash to our shareholders by providing them with the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of their investment if they so elect. In addition, if we complete the Offer, shareholders who do not participate in the Offer will automatically increase their percentage ownership interest in SunLink and its future operations.

Assuming the completion of the Offer and the modification of the Trace RDA Loan described in footnote 1 to the Unaudited Pro Forma Financial Data, we believe that our anticipated cash flow from operations and our financial condition will be adequate for our needs for at least the next twelve months. However, actual results may differ significantly from our expectations. See also Section 2—“ The Purchase Price was determined in light of the Company’s financial performance and available cash resources ” and “ Forward-Looking Statements .” In considering the Offer, our management and our Board took into account the expected financial impact of the Offer on our liquidity.

The Offer could possibly have the effect of reducing the number of holders of record of the Company’s common shares which, depending on the extent of the reduction, could permit the Company to deregister the common shares with the SEC and cease being a public reporting company. The Board and management each believes that deregistering the Company’s common shares could result in significant cost savings. However, a previous odd-lot tender offer in 2013 (the “ 2013 Odd Lot Offer ”) which was intended to allow the Company to deregister its common shares did not result in the reduction of a sufficient number of record holders to effect such purpose and a tender offer completed in February 2017 resulted in the purchase of only 280,800 shares at a purchase price of $1.50 per share for an aggregate purchase price of $421,200 (the “ January 2017 Offer ”). Following the 2013 Odd Lot Offer, the Company ceased and currently is not affirmatively pursuing plans to

2

reduce the number of record holders of the common shares to permit deregistration of the common shares. The Company cannot predict whether the results of this Offer will result in, or are reasonably likely to result in, a reduction in the number of holders of record which would be sufficient to allow the Company to deregister; however, because the Offer could possibly have such result, and because, in such event, management and the Board would likely again undertake the same analysis to evaluate deregistration, and the Company might again seek deregistration of the common shares with the SEC if they concluded at that time it was in the best interests of the Company, the Company has filed this Offer as a going private transaction with the SEC and is providing its shareholders with the same information as is required in a transaction intended to or which could reasonably be expected to result in the Company going private.

Whether or not the Offer results in the Company qualifying to delist and deregister its shares, the Company may, in the future, purchase additional shares. After the completion or termination of the Offer, we may purchase additional shares in the open market subject to market conditions. We may also purchase shares in private transactions, exchange offers, tender offers or otherwise. Any of these purchases may be on the same terms as, or on terms more or less favorable to the then selling shareholders than, the terms of the Offer. However, Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), generally prohibits us and our affiliates from purchasing any shares, other than through the Offer, until at least 10 business days after the expiration or termination of the Offer. Any possible future purchases by us will depend on many factors, including the market price of the shares, the results of the Offer, our business and financial position and general economic and market conditions. See Section 2—Special Factors; Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Additional Background to the Offer; Other Plans or Proposals.

What are the conditions to the Offer?

Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and we may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 14e-1(c) promulgated under the Exchange Act, if at any time on or after November 20, 2017 and prior to the time of the expiration of the Offer, any of the following events occur or are determined by us to have occurred, and, in our reasonable judgment in any such case and regardless of the circumstances giving rise to the event or events, such event or events makes it inadvisable to proceed with the Offer or with acceptance for payment for the shares in the Offer:

(a) there shall have been, instituted, pending or taken before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any court, authority, agency or tribunal, which:

(i) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acceptance for payment of, or payment for, some or all of the shares under the Offer, or is otherwise related in any manner to, or otherwise affects, the Offer; or

(ii) could, in our reasonable judgment, materially affect our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or other), income, operations or prospects, or the ownership of our shares;

(b) there shall have been any action pending or taken, or any announcement of approval withheld, or any statute, rule or regulation or announced to be invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in our reasonable judgment, would directly or indirectly result in any of the consequences referred to in clause (i) or (ii) of paragraph (a) above;

3

(c) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

(d) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

(e) the commencement or escalation of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States, or any of its states or territories or armed forces, including but not limited to an act of terrorism;

(f) any change or event occurs or is discovered relating to our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or otherwise), operations or prospects or in ownership of our shares, which, in our reasonable judgment, would have, a material adverse effect on our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or otherwise), operations or prospects or in ownership of our shares; provided that notwithstanding the foregoing, the Offer is not conditioned on the receipt of financing;

(g) in the case of any of the foregoing existing at the time of the announcement of the Offer, a material acceleration or worsening thereof;

(h) a tender or exchange offer with respect to some or all of our outstanding shares or any other merger, acquisition, business combination or other similar transaction with or involving us is proposed, announced or made by any other person or we enter into a definitive agreement or agreement in principle with any person with respect to any merger, acquisition, business combination or other similar transaction;

(i) we learn that any person or “group,” within the meaning of Section 13(d)(3) of the Exchange Act, has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, or any new group is formed that beneficially owns more than 5% of our outstanding shares (in each case, other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the Securities and Exchange Commission before November 20, 2017 or in any subsequent Schedule 13G filed with the Securities and Exchange Commission) or any current holder of 5% or more of our shares acquires or proposes to acquire an additional 2% or more of our shares;

(j) any person or group files a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting an intent to acquire us or any of our shares;

(k) any approval, permit, authorization, favorable review or consent of any United States or foreign governmental, regulatory or administrative agency or authority or any third party consents required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to SunLink, in its reasonable judgment;

(l) legislation amending the Code (as defined herein), has been passed by either the U.S. House of Representatives or the U.S. Senate or becomes pending before the U.S. House of Representatives or the U.S. Senate or any committee thereof, the effect of which would be to change the U.S. federal income tax consequences of the completion of the Offer in any manner that would adversely affect us or any of our affiliates;

(m) the Company, in its reasonable judgment, believes that consummation of the Offer either individually or in connection with other ownership changes would result in an “ownership change” for purposes of Section 382 of the Code; or

(n) the Trace loan modification is not completed before December 21, 2017 as a result of the actions or inactions of the lender under the Trace RDA Loan. See footnote 1 to the Unaudited Pro Forma Financial Statements.

The conditions listed above are for our sole benefit and we may assert those conditions regardless of the circumstances that give rise to the conditions and we may, in our sole discretion, waive any of the conditions listed above, in whole or in part, prior to the time of the expiration of the Offer.

4

How will the Offer affect the number of our shares outstanding and the number of record holders?

As of November 20, 2017, we had 9,162,565 issued and outstanding common shares. If the Offer is fully subscribed, we would purchase 1,562,500 shares which would represent approximately 17.05% of our outstanding shares as of November 20, 2017. The actual number of shares outstanding immediately following completion of the Offer will depend on the number of shares tendered and purchased in the Offer. See Section  2 .

If any of our shareholders:

tender all their shares and that tender is accepted in full, then the number of our record holders would be reduced. See Section  2 .

Shareholders who do not have their shares purchased in the Offer will realize a proportionate increase in their relative percentage ownership interest in the Company following the purchase of shares pursuant to the Offer. See Section  2 .

How do I tender my shares?

If you want to tender all or any portion of your shares, you must do one of the following prior to the Expiration Time:

See Section  7 for recent market prices for transactions in our common shares.

If you want to tender your shares but (1) your certificates for the shares are not immediately available, or cannot be delivered to the Depositary within the required time, (2) you cannot comply with the procedure for book-entry transfer on a timely basis or (3) your other required documents cannot be delivered to the Depositary prior to the Expiration Time, you may still tender your shares if you comply prior to the Expiration Time with the guaranteed delivery procedure described in Section  3 .

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

You may contact the Information Agent, or your broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent is on the back cover page of this Offer to Purchase. See Section  3 and the instructions to the Letter of Transmittal.

5

May I tender only a portion of the shares that I hold?

Yes. You do not have to tender all of the shares that you own to participate in the Offer. However, if you are an odd lot holder and want to avoid possible proration, you must tender all of your odd lot shares.

In what order will SunLink purchase the tendered shares?

If the terms and conditions of the Offer have been satisfied or waived and shares having an aggregate purchase price equal to or less than $2,500,000 are validly tendered and not validly withdrawn, we will buy all shares validly tendered and not validly withdrawn.

If the terms and conditions of the Offer have been satisfied or waived and shares having an aggregate purchase price in excess of $2,500,000 have been validly tendered and not validly withdrawn prior to the Expiration Time of the Offer, we will purchase shares in the following order of priority:

Conditional tenders are not permitted. Because of the “odd lot” priority and proration tender provisions described above, we may not purchase all of the shares that you tender. See Section  1 .

If we are required to prorate, we will determine the proration factor as promptly as practicable following the Expiration Time. Proration for each shareholder tendering shares (other than odd lot holders) will be based on the ratio of the number of whole shares properly and not properly withdrawn by the shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders (other than odd lot holders) with appropriate adjustments to avoid the return of fractional shares.

Because of the difficulty in determining the number of shares properly tendered, including shares tendered by the guaranteed delivery procedure as described in Section  3 , and not withdrawn and because of the “odd lot” procedure described above, we expect that we will not be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Offer until approximately four (4) business days after the Expiration Time. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Time.

The number of shares that we will purchase from a shareholder pursuant to the Offer may affect the U.S. federal income tax consequences to such shareholder and, therefore, may be relevant to a shareholder’s decision whether to tender shares. Each shareholder should consult with its tax advisor to evaluate the tax consequences of tendering or selling shares in the Offer. See Section  13 .

If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?

No, if you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will first purchase all of your shares (without subjecting them to proration) before purchasing other shares tendered. See Section  1 .

6

Once I have tendered shares in the Offer, can I withdraw my tender?

Yes, you may withdraw your tendered shares at any time prior to the Expiration Time. In addition, unless we have already accepted your tendered shares for payment, you may withdraw your tendered shares at any time after January 22, 2018, the expiration of 40 business days after the commencement of the Offer. See Section  4 .

How do I withdraw shares previously tendered?

To validly withdraw tendered shares, you must deliver, on a timely basis, a written or facsimile notice of your withdrawal to the Depositary, at its address set forth on the back cover page of this Offer to Purchase, while you still have the right to withdraw the shares. Your notice of withdrawal must specify your name, the number of shares to be withdrawn, and the name of the registered holder of such shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section  3 . If you have tendered your shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct that person to arrange for the withdrawal of your shares. You should note that your broker, dealer, commercial bank, trust company or other nominee through which you have tendered shares, will likely have an earlier deadline than the Expiration Time for you to act to instruct them to withdraw a tender pursuant the Offer. See Section  4 .

What will happen if I do not tender my shares?

Shareholders who do not participate in the Offer will retain their shares and, if the Company completes the Offer, their ownership interest in the Company will automatically increase. See Section  2 .

When and how will SunLink pay for my tendered shares that are accepted for purchase pursuant to the Offer?

We will pay the Purchase Price in cash, less any applicable withholding taxes and without interest, for the shares we purchase promptly after the expiration of the Offer and the acceptance of the shares for payment.

We expect that it may take until approximately four (4) business days after the Expiration Time to calculate the final proration factor, if any, and begin paying for tendered shares. We will pay for the shares accepted for purchase by depositing the aggregate purchase price with the Depositary promptly after the expiration of the Offer. The Depositary will act as your agent and will transmit to you the payment for all of your shares accepted for payment pursuant to the Offer. See Section  5 .

What is the recent market price for the Company’s common shares?

On November 17, 2017, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. On November 20, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. You are urged to obtain current market quotations for our common shares before deciding whether to tender your shares pursuant to the Offer. See Section  7 .

Will I have to pay brokerage fees and commissions if I tender my shares?

No, if you are a holder of record of your shares and you tender your shares directly to the Depositary, you will not incur any brokerage fees or commissions. However, if you hold your shares through a broker, dealer, commercial bank, trust company or other nominee and that person tenders shares on your behalf, that person may charge you a fee or commission for doing so. We urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any such charges will apply. See Section  3 .

7

What is the accounting treatment of the Offer?

The accounting for the purchase of shares pursuant to the Offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price of the shares we purchase and a corresponding reduction in our cash and cash equivalents. Purchased shares will be cancelled and returned to the status of authorized but unissued shares. See Section  2 .

I am a U.S. shareholder. What are the U.S. federal income tax consequences if I tender my shares?

Generally, if you are a United States Holder (as defined in Section  13 ), you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. Your receipt of cash for your tendered shares will generally be treated as either (1) consideration received in a sale or exchange or (2) a distribution with respect to such shares. See Section  13 .

EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE OFFER.

I am a foreign shareholder. What are the U.S. federal income tax consequences if I tender my shares?

If you are a Non-United States Holder (as defined in Section  13 ), the receipt of cash for your tendered shares will generally be treated as either (1) consideration received in a sale or exchange or (2) a distribution with respect to such shares. If the receipt of cash by you is treated as consideration received in a sale or exchange, and you are not engaged in a trade or business in the United States, you generally will not be subject to U.S. federal income taxation on the receipt of such cash, subject to certain exceptions. However, if the receipt of cash is treated as a distribution with respect to your tendered shares, you may be subject to tax on the portion of such distribution treated as a “dividend” for U.S. federal income tax purposes at a rate of 30% (or a lower rate pursuant to an applicable income tax treaty). The tax treatment of the receipt of cash depends upon facts which may be unique as to each shareholder. See Section  13 . Therefore, we and the Depositary, or other withholding agent, will generally presume that all amounts paid to foreign shareholders in exchange for their shares are dividend distributions, and as to each foreign shareholder, U.S. federal income tax will be withheld at a 30% rate unless such shareholder provides documentation pursuant to which the Depositary, or other withholding agent, may determine that an exemption from, or reduction of, such withholding applies. If tax has been withheld but the receipt of cash for your tendered shares is treated as consideration received in a sale or exchange, then, in an appropriate case, you may apply to the Internal Revenue Service ( “IRS” ) for a refund of such withheld amount. See Section  3 and Section  13 for a more detailed discussion of the tax treatment of the Offer.

EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE OFFER.

Will I have to pay a stock transfer tax if I tender my shares?

No, if you instruct the Depositary in the Letter of Transmittal to make the payment for the tendered shares to the registered holder, you will not incur any stock transfer tax. See Section  5 .

Has SunLink or its board of directors adopted a position on the Offer?

Yes. On November 20, 2017, our Board authorized and approved the Offer. As discussed in Section  2 , the Company’s Board believes that the Offer, taken as a whole, is procedurally and substantively fair to the unaffiliated shareholders of the Company including both those who tender their shares and receive payment and those who continue to hold the Company’s common shares after the Offer. However, while our Board has

8

authorized the Offer, it has not, nor has the Company, the Information Agent or the Depositary made, and they are not making, any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decisions as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Offer. You are urged to discuss your decisions with your own tax advisor, financial advisor and/or broker. See Section  2 .

Do any SunLink directors or executive officers or affiliates intend to tender their shares in the Offer?

Yes. Certain of our directors and executive officers and their affiliates intend to tender shares in the Offer. See Section  10 .

Why is the Company making the Offer now?

As previously noted, the primary purpose of the Offer is to return cash to our shareholders by providing them with the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of the investment if they so elect, especially in light of SunLink’s current business strategy and cash assets. In particular, the Offer may allow holders of larger numbers of our shares an opportunity to obtain a degree of liquidity that is not available in the market for our shares which is thinly traded and relatively illiquid.

The business strategy of SunLink is to focus its efforts on expanding and improving operations of and growing its existing Healthcare Services and Pharmacy businesses. The Company is investing in upgrades and improvements to certain of its Healthcare Services and Pharmacy businesses, while seeking to sell certain of its subsidiaries’ underperforming assets.

The Company has used a portion of the cash proceeds from recent dispositions of assets to pay down debt and certain other liabilities, and to repurchase common shares in a tender offer completed in February 2017. In addition to the anticipated modification of, and approximately $3,500,000 prepayment under, the Trace RDA Loan, the Company may also use existing cash, as well as any net proceeds from future dispositions, if any, to improve its existing businesses, make acquisitions of Healthcare Services and Pharmacy businesses, prepay debts, return capital to shareholders including through potential public or private purchases of shares, and for other general corporate purposes. There is no assurance that any further dispositions, will be authorized by the Company’s Board of Directors or, if authorized, that any such transactions will be completed or, if completed, will result in net cash proceeds to the Company on a before or after tax basis.

The Company considers the disposition of business segments, facilities and operations based on a variety of factors in addition to under-performance, including asset values, return on investments and competition from existing and potential competitors, capital improvement needs, the prevailing reimbursement environment under various Federal and state programs (e.g., Medicare and Medicaid) and by private payors, corporate strategy, and other corporate objectives. The Company believes certain facilities in its Healthcare Services segment as well as its Pharmacy segment continue to under-perform, and the Company has engaged business brokers to assist it in evaluating the possible sale of one or more of its Pharmacy business lines.

As of the date of the commencement of this Offer, SunLink owns businesses in two business segments:

9

The Company relies upon cash on hand, cash from operations, and cash from asset sales to fund its cash requirements for working capital, capital expenditures, commitments, and payments of principal and interest on borrowings.

In addition to using a portion of its existing cash assets to fund the repurchase of shares pursuant to this Offer and the anticipated approximately $3,500,000 prepayment in connection with the modification of the Trace RDA Loan, the Company may use a portion of its existing cash assets, as well as any net proceeds from future dispositions, to prepay debt for money borrowed (approximately $7,000,000 at November 17, 2017), make upgrades and improvements to its existing facilities or operations (including current planned upgrades and physical improvements to certain of its facilities), return capital to shareholders, including through potential public or private purchases of shares in addition to the Offer, and for other general corporate purposes.

At June 30, 2017 and September 30, 2017, respectively, the Company had cash and cash equivalents and restricted cash of approximately $10,500,000 and $9,900,000, respectively. The Company estimates that at November 17, 2017 it had aggregate cash and cash equivalents and restricted cash available to fund working capital, capital expenditures, commitments, payments of principal and interest, an anticipated prepayment under the Trace RDA Loan, and the repurchase of shares pursuant to this Offer of approximately $9,600,000. However, the Company has incurred losses from continuing operations in 11 of the last 13 fiscal quarters through the quarter ending September 30, 2017. Also, the Company’s results from continuing operations, although somewhat improved, remained weak during the quarter ended September 30, 2017 and reflected a net loss from continuing operations for the quarter of approximately $277,000 or a loss of $0.03 per share.

The Company believes certain of its remaining healthcare services businesses and pharmacy businesses continue to underperform and the Company has engaged business brokers to assist it in evaluating the possible sale of one or more of its pharmacy business lines. There can be no assurance that any further dispositions will be

10

authorized by the Company’s Board of Directors or, if authorized, that any such transactions will be completed or, if completed, will result in a gain or net cash proceeds to the Company after transaction costs, taxes, and outstanding debt.

See Section  2 . Subject to the risks and uncertainties discussed herein, we believe we have adequate financing and liquidity to support our current level of operations through at least the next twelve months even if the Offer is fully subscribed.

Could the Offer result in the Company’s being able to deregister its shares and cease being a public company?

Yes. However, neither the 2013 Odd Lot Offer, which was intended to allow the Company to deregister its common shares and cease being a public company nor the January 2017 Offer, which was intended to provide a liquidity opportunity to the Company’s shareholders, resulted in the reduction of a sufficient number of record holders to effect such purpose. Following the 2013 Odd Lot Offer, the Company ceased and currently is not affirmatively pursuing plans to deregister the common shares. See Section  2 . The Company cannot predict whether the results of this Offer will or is reasonably likely to result in a reduction in the number of holders of record sufficient to allow the Company to deregister its common shares and cease being a public company. However, because the Offer could possibly have such effect, and because in such event management and the Board would likely again undertake the same analysis to evaluate deregistration, and the Company might again seek deregistration of the common shares with the SEC if they concluded at that time it was in the best interests of the Company, the Company has filed this Offer as a going private transaction with the SEC and is providing its shareholders with the same information as is required in a transaction intended to or which could reasonably be expected to result in the Company going private.

Whom do I contact if I have questions about the Offer?

For additional information or assistance, you may contact D. F. King & Co., Inc., the Information Agent for the Offer, at the telephone numbers and addresses set forth on the back cover page of this Offer to Purchase. You may request additional copies of this Offer to Purchase, the Letter of Transmittal and other Offer documents from the Information Agent at its telephone numbers and address on the back cover page of this Offer to Purchase. The Information Agent will promptly furnish to shareholders additional copies of these materials at the Company’s expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

11

INTRODUCTION

To the Shareholders of SunLink Health Systems, Inc.:

SunLink Health Systems, Inc. invites its shareholders to tender common shares of the Company for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the Letter of Transmittal, we are offering to purchase up to 1,562,500 SunLink common shares at $1.60 per share. We are offering to purchase shares having an aggregate Purchase Price of no more than $2,500,000.

The Offer will expire at Midnight, New York City time, on December 21, 2017, unless the Offer is extended or terminated by us (such time, as it may be extended, the “Expiration Time” ).

After the Expiration Time, assuming the conditions to the Offer have been satisfied or waived, we will pay for shares validly tendered in the Offer and not validly withdrawn, having an aggregate purchase price not exceeding $2,500,000.

Only shares validly tendered, and not validly withdrawn, will be eligible for purchase. Shares tendered but not purchased pursuant to the Offer will be returned promptly following the Expiration Time. See Section  3 and Section  4 .

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6.

Although the Company’s Board believes that the Offer taken as a whole is procedurally and substantively fair to the unaffiliated shareholders of the Company including both those who tender their shares and receive payment and those who continue to hold the Company’s common shares after the Offer, none of the Company, the Board, the Depositary or the Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your shares. We have not authorized any person to make any such recommendation. You must make your own decisions as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to purchase and in the letter of transmittal, including the purposes and effects of the Offer. See Section 2. You are urged to discuss your decisions with your own tax advisor, financial advisor and/or broker.

Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price equal to or less than $2,500,000 are validly tendered and not validly withdrawn, we will buy all shares validly tendered and not validly withdrawn. Upon the terms and subject to the conditions of the Offer, if the number of shares validly tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $2,500,000, we will purchase shares:

Conditional tenders are not permitted. Because of the “odd lot” priority and proration tender provisions described above, we may not purchase all of the shares that you tender. See Section  1 .

The Purchase Price will be paid to shareholders whose shares are accepted for payment in cash, less any applicable withholding taxes and without interest. Tendering shareholders who hold shares registered in their

12

own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, except as set forth in Section  5 hereof, stock transfer taxes on the purchase of shares by us pursuant to the Offer. Shareholders holding shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee are urged to consult their broker, dealer, commercial bank, trust company or other nominee to determine whether any charges may apply if shareholders tender shares through such nominees and not directly to the Depositary. See Section  3 .

Any tendering shareholder or other payee who is a United States Holder (as defined in Section  13 ) and who fails to complete, sign and return to the Depositary, or other withholding agent, the IRS Form W-9 included with the Letter of Transmittal and any tendering shareholder or other payee who is a Non-United States Holder (as defined in Section  13 ) and who fails to complete, sign and return to the Depositary, or other withholding agent, the appropriate IRS Form W-8, may be subject to U.S. federal income tax backup withholding (currently at a rate of 28%) of the gross proceeds paid to the shareholder or other payee pursuant to the Offer, unless such holder establishes that such holder is within the class of persons that is exempt from backup withholding. See Section  3 . Also, see Section  13 regarding material U.S. federal income tax consequences of the Offer.

We will pay all reasonable fees and expenses incurred in connection with the Offer by D. F. King & Co., Inc., the Information Agent, and American Stock Transfer & Trust Company, LLC, the Depositary for the Offer. See Section  15 .

As of November 20, 2017, there were 9,162,565 of our common shares issued and outstanding. Assuming that the Offer is fully subscribed, the approximate number of shares that will be purchased under the Offer is 1,562,500. Assuming that the Offer is fully subscribed, the approximate maximum of 1,562,500 shares that the Company is offering to purchase under the Offer represents approximately 17.05% of the total number of shares issued and outstanding as of November 20, 2017. See Section  1 and Section  10 .

Our common shares are listed on the NYSE American Exchange and trade under the symbol “SSY”. On November 17, 2017, the reported closing price of our common shares was $1.49 per share. On November 20, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. You are urged to obtain current market quotations for our common shares before deciding whether to tender your shares pursuant to the Offer. See Section  7 .

13

THE OFFER AND SPECIAL FACTORS

Section 1. Number of Shares; Purchase Price; Proration

General.

Promptly following the Expiration Time, SunLink will, upon the terms and subject to the conditions of the Offer, pay for shares validly tendered in the Offer and not validly withdrawn, taking into account the number of shares tendered.

The Purchase Price will be $1.60 per share not exceeding $2,500,000 in the aggregate for all shares purchased. Only shares validly tendered, and not validly withdrawn, will be eligible for purchase in the Offer.

All shareholders who have validly tendered and not validly withdrawn their shares will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority and proration described below.

In addition, if more than $2,500,000 in value of shares is tendered in the Offer, we reserve the right to accept for purchase at the Purchase Price pursuant to the Offer up to an additional 2% of our outstanding shares without extending the Expiration Time.

Shares acquired pursuant to the Offer will be acquired by SunLink free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such shares to shareholders of record on or prior to the date on which the shares are purchased under the Offer, shall be for the account of such shareholders. See Section  7 .

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6.

Priority of Purchases.

Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price equal to or less than $2,500,000 are validly tendered and not validly withdrawn, we will buy all shares validly tendered and not validly withdrawn. Upon the terms and subject to the conditions of the Offer, if the number of shares validly tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $2,500,000:

As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Offer may not be purchased.

14

Odd Lots.

The term “odd lots” means all shares validly tendered prior to the Expiration Time and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder” ). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section  3 . Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of 100 or more shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the Offer, an Odd Lot Holder who holds shares in his or her name and tenders such shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also any applicable odd lot discounts that might apply to sales of their shares in market transactions. Any Odd Lot Holder wishing to tender all of his or her shares pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration.

The proration period is the period for accepting shares on a pro rata basis in the event that the Offer is oversubscribed. The proration period will expire as of the Expiration Time. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Time. Subject to adjustment to avoid the purchase of fractional shares, proration for each shareholder tendering shares (other than Odd Lot Holders) will be based on the ratio of the total number of shares to be purchased by us (excluding shares purchased from Odd Lot Holders) to the number of shares validly tendered and not validly withdrawn by all shareholders (other than Odd Lot Holders). This ratio will be applied to shareholders (other than Odd Lot Holders) validly tendering shares to determine the number of shares that will be purchased from each tendering shareholder in the Offer. Because of the difficulty in determining the number of shares validly tendered, including shares tendered by the guaranteed delivery process as described in Section  3 , and not validly withdrawn, and because of the odd lot procedure described above, if the Offer is over-subscribed, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Offer until approximately four (4) business days after the Expiration Time. The preliminary results of any proration will be announced by press release promptly after the Expiration Time. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

As described in Section  13 , the number of shares that we will purchase from a shareholder pursuant to the Offer may affect the U.S. federal income tax consequences of the purchase to the shareholder and, therefore, may be relevant to a shareholder’s decisions whether or not to tender shares and whether or not to condition any tender upon our purchase of a stated number of shares held by such shareholder. The Letter of Transmittal affords each shareholder who tenders shares registered in such shareholder’s name directly to the Depositary the opportunity to designate the order of priority in which shares tendered are to be purchased in the event of proration.

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of the shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominee shareholders and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

15

Section 2. Special Factors; Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals.

As discussed below, the purpose of the Offer is to return cash to the Company’s shareholders. However, this Section  2 also addresses “special factors” applicable in the event the Company becomes eligible to deregister its shares and subsequently chooses to become a private company. The purpose of any such deregistration likely would be to reduce the Company’s expenses and reduce management distractions associated with being a public company. See—“ Potential Effects of a Potential Deregistration Subsequent to the Offer ” in this Section  2 . The estimated out-of-pocket cost savings described in such subsection of this Section  2 represent, in the view of the Company, the minimum costs of SunLink being a public company. As stated in—“ Other Plans or Proposals ,” the Company currently has no definitive plans or proposals for any extraordinary transaction. The Company believes its size, the underperforming nature of its existing operations, the changed nature of the healthcare business, its relative lack of capital resources, the thin, relatively illiquid, market for its common shares, the fact that the shares have traded below book value and management’s informal estimate of liquidation value, and, in the business judgment of the Board, the value determined to be fair in connection with the Offer, all do not make the Company, in the abstract, a particularly attractive vehicle with which to make acquisitions or as a merger candidate. Thus, if after the Offer the Company were to become eligible to deregister its shares and in the judgment of the Board, the benefits of becoming a private company outweighed the benefits of remaining a public company, the Company may choose to deregister its shares. SunLink estimates it could save approximately $430,000 in annual out-of-pocket costs associated with being a public company. For a break-down of such estimated savings, refer to—“ Potential Effects of a Potential Deregistration Subsequent to the Offer. ” The timing of any deregistration would be dependent on the eligibility of the Company to deregister its shares at a date in the future, and the future assessment of the Board as to then current circumstances and whether such circumstances differ from those existing today. In evaluating any going private determination, the Board can be expected to examine the then profitability of the Company’s then existing businesses, the Company’s then current liquidity and capital resources, the attractiveness of the Company as a public company in pursuing new businesses or extraordinary transactions, and the benefits versus the costs of maintaining some additional degree of liquidity for shareholders merely by virtue of being a listed, publicly traded and reporting company.

Potential material effects of a potential deregistration subsequent to the Offer include reduced costs, relief from the reporting requirements of the Securities Exchange Act of 1934, less shareholder access to information (although the Company currently intends to provide annual audited financial statements to shareholders, there would be no requirement that it do so), the delisting of the common shares from the NYSE American Exchange, and a reduction in liquidity of the trading market for the Company’s common shares. See—“ Potential Effects of a Potential Deregistration Subsequent to the Offer ”. The tax consequences of the Offer to Purchase are described in Section  13 —“ Material U.S. Federal Income Tax Consequences .” Deregistration of the Company’s common shares subsequent to the Offer would not have any material U.S. federal income tax consequences solely as a result thereof.

The Board considered several alternative methods of returning cash to shareholders: (i) a tender offer open to all holders; (ii) a dividend, and (iii) open market repurchases. Open market repurchases were considered and rejected due to, among other factors, the relative illiquidity of the market, the regulatory uncertainty as to whether such purchases could be viewed as a step in a going private transaction, and uncertainty as to whether such transactions could be conducted at all in light of the regulatory requirements associated with a transaction which could have the effect of causing the Company to go private. Payment of a dividend was considered and rejected because it did not enhance liquidity for shareholders seeking to reduce their investment in the Company, would not offer the possibility of capital gain or loss treatment for income tax purposes to accepting individual shareholders, and did not offer the potential for reducing the Company’s ongoing costs by reducing the number of shareholders, especially the number of odd lot holders. Also favoring a tender offer was the fact that a shareholder’s determination to tender or not tender in the Offer is purely voluntary. Management did not recommend and the Board did not consider a reverse stock split, a reorganization through a cash-out merger or a

16

reclassification of shares because of the necessity under the Company’s charter of obtaining the approval of at least 66-  ² ⁄ ₃ % of all outstanding shares and because, in any event, the purpose of the Offer was to return cash to shareholders rather than a specific effort to reduce the number of shareholders of record to permit deregistration of the Company’s common shares.

Management recommended and the Board determined to conduct the Offer to Purchase at the current time in light of the increase in cash available to the Company as a result of asset dispositions to a level sufficient to fund a tender offer of meaningful size to all shareholders, the absence of contractual restrictions on utilizing cash to fund an offer, and the absence of a consensus on the Board as to what might be potential attractive investments including management and the Board’s belief that there currently are not attractive new investments available to the Company in the Company’s Healthcare Services segment or Pharmacy segment.

Purpose of the Offer.

Our Board, with the assistance of management, has reviewed a variety of alternatives for using the Company’s available financial resources. The Board considered the Company’s capital structure, free cash flow, financial position and dividend policy, and market prices for the common shares. The primary purpose of the Offer is to return cash to our shareholders by providing them with the opportunity to tender all or a portion of their shares and, thereby, receive a return of some of their investment if they so elect. In addition, if we complete the Offer, shareholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in us and our future operations.

After the Offer is completed, we believe that our anticipated cash flow from operations and our financial condition will be adequate for our needs for at least the next twelve months. However, actual experience may differ significantly from our expectations. See “ Forward Looking Statements .” In considering the Offer, our management and our Board took into account the expected financial impact of the Offer on our liquidity.

Where shares are tendered by the registered owner of those shares directly to the Depositary, the sale of those shares in the Offer may permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, any Odd Lot Holders who hold shares registered in their names and tender their shares directly to the Depositary and whose shares are purchased under the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might apply to sales of their shares in market transactions.

In addition, shareholders who wish to achieve a greater percentage of equity ownership in the Company will be able to do so by not tendering their shares in the Offer, and, if the Company completes the Offer, will therefore have a greater percentage ownership in SunLink and its future operations, while also bearing the attendant risks associated with owning the Company’s common shares.

After completing the Offer, we may purchase additional shares in the open market subject to market conditions. We may also purchase shares in private transactions, exchange offers, tender offers or otherwise. Any of these purchases may be on the same terms as, or on terms more or less favorable to shareholders than, the terms of the Offer. However, Rule 13e-4 under the Exchange Act generally prohibits us and our affiliates from purchasing any shares, other than through the Offer, until at least 10 business days after the expiration or termination of the Offer. Any possible future purchases by us will depend on many factors, including the market price of the shares, the results of the Offer, our business and financial position, the potential impact of such purchases on our net operating losses, and general economic and market conditions.

Although the Company’s Board believes that the Offer, taken as a whole, is procedurally and substantively fair to the unaffiliated shareholders of the Company including both those who tender their shares and receive payment and those who continue to hold the Company’s common shares after the Offer, it has not, nor has the Company, the Information Agent or the Depositary made, and they are not making, any recommendation to you

17

as to whether to tender or refrain from tendering your shares. We have not authorized any person to make any such recommendation. You must make your own decisions as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Offer. You are urged to discuss your decisions with your own tax advisor, financial advisor and/or broker.

Certain Effects of the Offer.

Shareholders who do not tender their shares in the Offer and shareholders who otherwise retain an equity interest in the Company as a result of a partial tender of shares or proration will continue to be owners of the Company and be subject to the risks of such ownership. If we complete the Offer, those shareholders will realize an automatic increase in their relative ownership interest in the Company and also will bear the attendant risks associated with the increased ownership interest. Shareholders may be able to sell non-tendered shares in the future at a net price that may be more or less favorable than the Purchase Price to be paid to our shareholders pursuant to the Offer. We can give no assurance as to the price at which a shareholder may be able to sell its shares in the future, if at all.

The Offer will reduce our “public float” (the number of shares of our common shares owned by non-affiliated shareholders and available for trading in the securities markets), and may reduce the number of our shareholders and the liquidity of our shares.

Certain of our directors and executive officers and their affiliates intend to tender shares in the Offer. We also understand that Berggruen Holdings Ltd., an entity holding more than 5% of our common shares intends to tender shares in the Offer but Berggruen has not indicated to the Company the number of shares it intends to tender. After the Offer, our directors, executive officers and affiliates may, subject to applicable law and applicable policies and practices of the Company, sell their shares from time to time in open market or other transactions at prices that may be more or less favorable than the Purchase Price to be paid to our shareholders pursuant to the Offer. Assuming that no such transactions occur, the beneficial ownership of our directors and executive officers will proportionately change as a percentage of our outstanding common shares following the consummation of the Offer. See Section  10 .

As of November 15, 2017, there were 350 shareholders of record and, of those shareholders, 175 held fewer than 100 shares. Based on a non-objecting beneficial ownership list, we believe there are approximately 308 additional odd lot holders. The number of shareholders of record whose shares will be repurchased in total depends upon how many holders of record tender all of their shares and how many shares are tendered.

Based on the number of odd lot holders holding shares or constituting beneficial holders holding shares in street name but who have not objected to the disclosure of their positions, the identity and nature of our record holders and the size of their positions and the limited number of odd lot holders who tendered in our 2013 Odd Lot Offer (discussed below), we cannot predict whether our purchase of shares pursuant to the Offer will, or is reasonably likely to, result in the shares becoming eligible for termination of registration under the Exchange Act. However, the Offer is not conditioned upon our having determined that the consummation of the Offer will cause or not cause our shares to be delisted from the NYSE American Exchange or being eligible or not being eligible for deregistration under the Exchange Act. Accordingly, because the Offer could have the effect of causing the Company to be eligible for deregistration under the Exchange Act, we discuss below both the consequences of any subsequent decision to “go private” as well as the fairness of the Offer.

Shares acquired pursuant to the Offer will be cancelled and return to the status of authorized but unissued shares. We have no current plans for the shares purchased in the Offer.

Our shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral.

18

We believe that, following the purchase of shares pursuant to the Offer, our shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations unless, subsequent to the Offer, our shares cease to be eligible for trading on a national securities exchange.

Although we do not currently have any plans, other than as disclosed or incorporated by reference in this Offer to Purchase that relate to or would result in any of the events discussed above, we continue to evaluate opportunities for increasing shareholder value, and we may undertake or plan actions that relate to or could result in one or more of these events. In furtherance thereof, our management periodically assesses possible acquisitions, divestitures and other extraordinary corporate transactions as well as indebtedness, capitalization, special dividends or changes in dividend policy and other matters.

Discussed below are some additional effects of the Offer on certain persons or groups. For a discussion of certain federal income tax consequences of the Offer, see Section  13 .

Potential Benefits and Disadvantages to, and Effects on, Tendering Shareholders : The Offer presents potential advantages and potential disadvantages to tendering holders because:

However, a tendering holder whose common shares are accepted in the Offer may no longer be a shareholder of the Company. If in the future the Company re-establishes profitability from continuing operations and sustains earnings and cash flow and/or disposes of assets on a favorable basis, tendering shareholders may not benefit therefrom.

Potential Benefits, Risks and Disadvantages to, and Effects on, Continuing Shareholders: The Offer presents potential advantages, potential disadvantages, and potential risks to our affiliated and unaffiliated continuing shareholders and to the Company, including the following:

If the Offer is completed, continuing holders (i.e., affiliated and unaffiliated holders of common shares who do not or cannot tender any shares in the Offer):

19

Depending on the results of the Offer, we may also review whether continued incorporation under Ohio law is in the best interests of our shareholders. There can be no assurance as to the timing of any such evaluations or whether the Board or management will recommend or implement or seek to implement any changes. The foregoing lists of potential benefits and of potential risks and disadvantages to our shareholders should by no means be considered exhaustive or complete. See “ Potential Effects of a Potential Deregistration Subsequent to the Offer ” and see “ Forward-Looking Statements .”

Effects on the Company : If the Offering is fully subscribed with valid tenders, we will pay $2,500,000 to purchase the shares. For details regarding the expected changes to the financial condition and results of operations of the Company, see Section  9 . The Company does not anticipate that the Offer, would result in an “ownership change” for purposes of Section 382 of the Code.

Effects on Rights of Common Shares: Except as noted in this Offer to Purchase, the rights associated with common shares will be unaffected by the Offer; there will be no changes with respect to dividend, voting, liquidation or other rights associated with the shares. Common shares acquired in the Offer will be cancelled and returned to the status of authorized but unissued shares. Although, the Company’s 2014 Shareholder Rights Plan and its 2016 Tax Benefits Preservation Rights Plan, and Tax Benefits Charter Amendment remain in full force and effect, the effect of any changes to existing ownership percentages solely as a result of a decrease in the number of shares outstanding as a result of the Offer will not trigger the respective rights plans. We have no current plans for reissuance of the shares to be purchased in the Offer.

Effects on the Company’s Executive Officers and Directors: As is more thoroughly discussed in Section  10 , we cannot predict the percentage of our common shares that will be owned by our executive officers, directors and affiliates following completion of the Offer. Such percentage will depend on the exact number of shares tendered by such persons, and the exact number of shares purchased from such persons pursuant to the Offer after any applicable proration.

Potential Effects of a Potential Deregistration Subsequent to the Offer.

If sufficient shares are tendered which result in SunLink having fewer than 300 shareholders of record and if the Board were to decide at that time that it was in the best interest of the Company to deregister the remaining outstanding shares, our duty to file periodic reports with the SEC thereafter would be suspended, and we would no longer be a public reporting company. In addition, we would be relieved of the obligation to comply with the requirements of the proxy rules under Section 14 of the Exchange Act. However, we would continue to be subject to the general anti-fraud provisions of federal and applicable state securities laws.

20

If the Offer is completed and results in the ability of the Company to deregister its common shares, and if the Board were to thereafter determine that the Company should cease to be a reporting company, and the Company in fact ceases to be a reporting company, continuing holders (i.e. affiliated and unaffiliated holders of common shares who do not tender their shares in the Offer):

Although in the event of any deregistration, the Company would expect, at least initially, to continue to provide annual audited financial statements and proxy statements to its shareholders, there would be no requirement that it do so. Any proxy statement or information statement would no longer be required to and would not contain at least some of the information specified by the SEC. In addition, to the extent permitted by Ohio or other applicable law or the governing documents of the Company, as in effect at a future date, shareholder action could be taken by written consent without the necessity of furnishing shareholders with a proxy statement or information statement except for such information as may be required to be furnished or filed by applicable state law. Even if provided, such documents likely would not be as detailed or extensive as the information we currently file with the SEC and deliver to shareholders, and our financial statements might not be accompanied by management’s discussion and analysis in the same detail, if at all. It would be more difficult for our shareholders to obtain information about us.

If SunLink were to become a private company, we might reevaluate the size and composition of our board of directors and our existing management structure, particularly in the event we were to dispose of additional facilities and/or business segments and/or business lines. In such event, the Board may also review whether continued incorporation under Ohio law is in the best interests of our shareholders. There can be no assurance as to the timing of any such evaluations or, whether the Board will approve or management recommend or implement or seek to implement any changes.

If we were to become a private company, our “affiliates,” who consist of our executive officers, directors, and any shareholders who own more than 10% of the Company’s shares, would be relieved from complying with the stock ownership reporting requirements and “short swing profit” trading restrictions under Section 16 of the Exchange Act, as well as many of the provisions of the Sarbanes-Oxley Act. Our affiliates also would lose the ability to dispose of their Company shares pursuant to the safe harbor, from the general registration requirement, of Rule 144 under the Securities Act of 1933, as amended, unless the Company makes certain information about the Company publicly available. Moreover, shares acquired upon the exercise of options under the Company’s equity plans likely would be “restricted securities” under Rule 144, which would restrict the ability of all option holders, whether or not directors or executive officers, to sell common shares acquired on the exercise of their options.

21

If SunLink were to become a private company, management estimates that the Company could potentially save approximately $430,000 in annual out-of-pocket costs associated with being a public company. In addition, management and employees would be able to reallocate time associated with our SEC reporting activities to other Company operations.

Such estimated annual out-of-pocket cost savings were calculated based on the following categories and estimated cost savings as follows:

The annual cost savings set forth above were only estimates and did not include any allocation of compensation paid to officers and employees of the Company for time they spend on compliance with securities laws or any insurance cost savings resulting from being a private company. The actual savings which SunLink might realize from going private may be higher or lower than the prior estimates. Except as indicated, the estimates were based upon the (i) actual costs to us of the services and disbursements in each of the categories listed above that were reflected in recent financial statements and (ii) allocation to each category of management’s estimates of the portion of the expenses and disbursements believed to be solely or primarily attributable to our public reporting company status. In some, but not all, instances, these cost savings expectations were based on verifiable assumptions. For example, SunLink’s auditing fees would be reduced if SunLink ceased to be a public reporting company due to the elimination of fees for interim services. In addition, the costs associated with retaining legal counsel to assist us in complying with the Exchange Act reporting requirements would be eliminated if we no longer file reports with the SEC.

Fairness of the Offer

The Board believes that the Offer, as a whole, is procedurally and substantively fair to the unaffiliated shareholders of the Company, both those who tender their shares and receive payment and those who continue to hold the Company’s common shares after the Offer is completed. In making this determination, the Board considered factors it believed favored the fairness of the Offer, as well as factors that, from the perspective of an unaffiliated shareholder, may not have favored the fairness of the Offer. These factors considered both the substantive fairness (that is, the voluntary tender offer at a Purchase Price of $1.60 per share in cash) and the procedural fairness of the transaction. In reaching the determination that the Offer is fair to all of the Company’s shareholders, the Board considered all factors as a whole. In fixing the Purchase Price, the Board, in the exercise of its business judgment, did not believe that the factors it considered enabled it to establish or that it could establish a single definitive valuation of a “fair price” or even a range of fair prices, particularly in light of the small number of assets driving valuations and potential results, the absence of any definitive proposals, negotiations or draft agreements with regard to any potential disposition of any material assets of the Company, and the early stage of a potential disposition of certain retail pharmacy assets disclosed elsewhere in this Offer to Purchase. To the extent such factors suggested a range of fair prices, the Board did not believe any point within any such general range was or would be more definitively fair than any other point within a range. Likewise, the Board did not believe that the factors which it determined were not material to its analysis and which were not considered would have assisted the Board in either establishing a single definitive valuation of a “fair price” or in fixing the upper and lower limits of a range of fair prices. Further, the Board did not believe that a fairness

22

opinion would have established a single definitive valuation but would, at best, have established a variety of values and a variety of ranges of fairness with no point within any such ranges being more definitively fair than any other point within such ranges. The Board did not undertake to establish the boundaries of any potential range of fairness and in the exercise of its business judgment set the Purchase Price for the Offer at $1.60 per share following a general discussion by the Board based on a suggestion that such price would be fair based on the factors considered by the Board, primarily in light of the fact that such price would represent a premium to the market price of the Company’s common shares but a discount to the book value of such shares. The Board did not assign any specific weight to any specific factor. Individual directors may have given different weight to different factors. None of the factors that the Board considered, however, led the Board to believe that the Offer is unfair to any of our shareholders. Similarly, neither the Company nor to its knowledge after due inquiry any affiliate of the Company has received any report, opinion or appraisal from an outside party that is materially related to the Offer to Purchase or any potential subsequent Rule 13e-3 transaction, including, but not limited to: any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to security holders or the fairness of the Offer to Purchase or any potential subsequent Rule 13e-3 transaction to the issuer or any such affiliate or to security holders who are not affiliates.

Among the factors favoring the fairness of the Offer were:

Among the factors not favoring the fairness of the Offer were:

23

Set forth below is a discussion of the material factors the Board considered in determining the substantive fairness of the Offer:

The Purchase Price is generally at a premium to recent reported prices for the Company’s shares. On November 17, 2017, the closing price for the Company’s common shares on the NYSE American Exchange was $1.49 per share. Reported closing prices for the Company’s common shares indicate the common shares have closed at $1.60 or less per share on 151 out of 224 trading days since January 1, 2017 through November 20, 2017. ² Reported closing prices for the common shares peaked at a closing high of $1.69 per share on June 16, 2017, with closing lows of $1.12 per share on January 5, 2017. The common shares have not traded at a closing price equal to or in excess of $1.60 since October 11, 2017. Although the Purchase Price generally provides a premium to recent closing prices for shareholders tendering their shares in the Offer, the Purchase Price is not believed to be too high to be unfair to non-tendering shareholders.

Because the common shares are thinly traded, the price at which SunLink shares may trade may change more erratically than stocks with a larger public float. The volume weighted average closing share price from January 1, 2017 through November 20, 2017 was $1.56 and during 2016 was $0.98. The volume weighted average monthly closing share price from January 1, 2017 through November 20, 2017 ranged from a low of $1.12 to a high of $1.69 and the volumes weighted average monthly closing share price during 2016 ranged from a low of $0.36 to a high of $1.41.

The ability to tender shares to the Company avoids the volatility in price that might accompany a sale of the Company’s shares on the open market. The market for the Company’s common shares is illiquid. During the period from August 1, 2017 through October 31, 2017, the average daily volume as reported traded on the NYSE American Exchange was approximately 7,374 shares. ³ SunLink believes an attempted sale of a significant number of shares at any given time likely would result in a significant drop in the price paid for those shares.

Tendering holders may not incur brokerage commissions or other material costs. Particularly for shareholders holding odd lots or a small number of shares of the Company of record, brokerage commissions could be significant to the amount the shareholder could obtain by selling common shares on the open market, especially in light of the price of the Company’s shares.

The Purchase Price is substantially below the current book value per share of the Company. At September 30, 2017, the Company’s book value per share was $2.34. However, the Company’s shares have not traded at closing prices equal to or greater than quarterly book value in the past five fiscal years. In light of the Company’s small size, it has no real “peer group” except for substantially larger companies which generally are engaged in one but not both of the business segments in which SunLink operates. Also, although the Board considered the fact that such larger “peer group” companies which are engaged in hospital operations are trading around book value, the Board gave little or no weight to such data due to a number of factors including the substantially greater financial resources and greater public float of such companies, as well as the Company’s belief that such “peer group” companies were better positioned to take advantage of benefits afforded to healthcare providers by the Affordable Care Act (ACA). For example, the ACA expands Medicaid coverage for most low-income adults to 138% of the federal poverty level in each state which elects to expand its Medicaid program. SunLink subsidiaries conduct hospital and nursing home operations solely in two states, Georgia and Mississippi, each of which has determined not to expand Medicaid coverage. The Company believes that as a result of the failure of such states to adopt the Medicaid expansion that its facilities receive fewer visits from

24

patients covered by Medicaid and a higher number of uninsured or self-pay patients (resulting in more uncollectible revenues) than larger healthcare companies, including “peer group” companies which operate in more states, particularly states which have expanded their Medicaid programs. The conflicting forces of healthcare reform at the Federal and state levels as well as among commercial payors has made it difficult for the Company to anticipate its future direction, establish a sustainable cost structure, visualize future growth (particularly that is achievable with the Company’s limited capital) and, overall, has raised uncertainty as to when the Company might achieve consistent profitability from continuing operations. Although the Board was generally aware of various assertions with respect to ACA by President Trump and the various recent legislative proposals, the Company is unable to determine the nature or scope of any repeal of the ACA, whether, in substance, in whole or in part, the timing thereof, or the nature of any replacement. As noted above, neither Georgia nor Mississippi (the states in which the Company’s hospital and nursing homes are located) elected to expand Medicaid coverage pursuant to the ACA so that the Company does not expect any benefits to it from a repeal thereof. The Board did not believe repeal, replacement, or material modifications of the ACA would change its view about the future prospects of rural hospitals. The Company’s shares have not traded above its book value in recent periods. Furthermore, the Company has incurred losses from continuing operations for the period July 1, 2014 to September 30, 2017 of approximately $13,600,000, which includes approximately $8,000,000 of non-cash income tax expense for changes in deferred income tax valuation allowances and approximately $2,200,000 non-cash asset impairment charges and, in addition, has approximately $1,600,000 of goodwill and purchase intangibles on its balance sheet relating primarily to the Pharmacy segment. Accordingly, the Board believes that some shareholders may appreciate the ability to sell their shares at the Purchase Price even though such price is below book value.

The Purchase Price was determined without regard to a specific determination of the going concern value of the Company. The Board did not engage financial advisors to perform nor did management perform any specific analysis to determine the going concern value of the Company because of the difficulty and speculative nature of such determination. Going concern value is often referred to as the “fair value” of the corporation as a whole, which is sometimes called its “enterprise value”. Phrased another way, going concern value is the value of a company as an operating venture. The difference between the liquidation value and the going-concern value is the value of intangibles associated with the running of the business, such as goodwill and intellectual property. The Company’s intellectual property consists largely of operating manuals and policies which are not unique in the healthcare industry and its electronic health records systems which are not proprietary to the Company. Accordingly, the Board did not believe any specific going concern value would exceed a range between the market price and the book value of the Company’s shares, each of which is disclosed in this Offer to Purchase. Further, traditional valuation techniques are built on the assumption of a going concern, i.e., a business that has continuing operations and where there is no significant threat to those operations. In discounted cash flow valuations, which the Company believes many analysts implicitly consider to be a going concern valuation, this going concern assumption finds its place most prominently in the terminal value calculation, which usually is based upon an infinite life and ever-growing cash flows. In relative valuation, this going concern assumption often shows up implicitly because a company is valued based upon how other companies which may be more healthy are priced by the market. The Board did not believe that a discounted cash flow analysis would be particularly meaningful because of the lack of public companies sufficiently comparable to SunLink, especially in light of its size, the underperformance of the Company in recent years, the fact that the Company has incurred losses from continuing operations in 11 of the last 13 fiscal quarters through the quarter ended September 30, 2017, continuing weak results from the Company’s operating businesses, the continued deterioration of the rural healthcare market in general in Georgia and Missouri, the sale of all but one hospital, two nursing homes, the pharmacy business, and certain non-operating assets since July 2012 and the prospects for the sale of additional assets or business segments, including underperforming assets. Accordingly, the Board did not believe that a going concern analysis or discounted cash flow analysis would be particularly meaningful in evaluating the fairness of the Offer or any future determination of the Company to go private.

The Purchase Price also was determined without regard to a specific determination of the liquidation value of the Company. Although the Board briefly considered the question of the potential liquidation value with

25

Company management, the Purchase Price was determined based primarily on the Company’s available cash and the premium to the market price. The Board did not obtain any appraisals or engage financial advisors to perform an analysis to determine the liquidation value of the Company because (A) there are no current plans to liquidate the Company, (B) the Company believes that any disposal of underperforming assets or of different business segments will continue to occur, if at all, over time, (C) of the difficulty and speculative nature of such determination, and (D) the objective in disposing of under-performing assets or one or more business segments is to return the Company to profitability, albeit as a much smaller company. In determining not to conduct a detailed liquidation analysis, the Board was cognizant of the fact that the potential disposition value of individual assets, facilities, and/or business segments are influenced by many factors beyond the operating performance of an individual facility, asset or segment. Such factors include but are not limited to many of the factors described elsewhere in this Offer to Purchase under “ Forward-Looking Statements .” Additional factors include the number of competitors in the business segment or service area of the business or facility, the proximity of facilities to other existing and potential facilities, the demographics of the service area for the segment or facility, the financial condition and number of potential acquirers, the market share and/or market domination of competitors for the segment or facility, the ease of entry into the market, including whether a certificate of need or other regulatory approvals are required, the acquisition strategies of competitors, particularly local competitors, the desire of new companies to enter the market area, the availability of capital resources to potential acquirers, and more. Further, the liquidation value of assets can vary significantly depending on the context of their potential disposition. As noted above, in considering whether to seek a formal liquidation analysis, the Board discussed with management potential liquidation value. Management informed the Board that management’s current, informal estimates of such value, based solely on internal estimates, not based on any recent appraisals or third-party transaction data, and subject to the issues noted above, of what management considered might be the potential range for liquidation value for the Company (as a public reporting company) would be between $1.76 per share and $2.16 per share based in part upon estimates of prices obtained from the sale of SunLink healthcare facilities since 2012, the current and recent operating performance of the Company’s remaining assets, the cost of extinguishing the Company’s recorded liabilities, and the expected decline in cash during a liquidation period, with no point within such range being more probable. Management noted that such estimate was based on an assumed liquidation period of 24 months and was after estimates for taxes (and including the utilization of tax net operating losses), transaction costs, and net proceeds and was based on the then current numbers of shares outstanding and the on-going expenses of the Company as a public reporting company. Such estimate did not include a valuation of potential contingent liabilities that the Company may have to recognize in the future as a result of its multiple asset sales transactions, two hospital closures, and other unknown factors. Such informal estimates were less than the book value per share of the Company but higher than recent market prices. Management cautioned that such estimate was extremely informal and was not intended to be relied on by any third parties, and that ultimately any liquidation may result in a liquidation value which falls materially outside the range estimated above. Given the many uncertainties associated with management’s estimate of potential liquidation valuation and for the other reasons noted above, the Board did not consider that such informal estimates were particularly relevant and, at best, simply one of several factors to be considered in evaluating the fairness of the Offer or any subsequent determination of the Company to go private if the results of the Offer would allow SunLink to deregister its shares.

The Purchase Price also was determined in light of the Company’s financial performance and available cash resources. In addition to the foregoing factors, SunLink’s Board considered the Company’s financial performance to date generally and as discussed above, including its regular and continuing losses from operations, its generally negative cash flow from operations, and its available cash resources. However, there was no specific further quantitative analysis or specific methodology used to calculate the per share offer price. With respect to its cash resources, the Company had unrestricted cash and restricted cash of approximately $9,600,000 at November 17, 2017. The Company, as guarantor, and Southern Health Corporation of Houston, Inc. (“ Trace ”), as borrower, a wholly owned subsidiary of the Company which operates the Company’s sole remaining hospital, are parties to a mortgage loan agreement (“ Trace RDA Loan ”) with a bank, originally entered into on July 5, 2012, which loan had an outstanding principal amount of approximately $7,000,000 at October 30, 2017. The Company and Trace are discussing and believe they have reached an agreement in principal with the bank for a

26

modification of the Trace RDA Loan. If completed the modification would require a prepayment of approximately $3,500,000 of the outstanding principal loan balance. The outstanding loan balance after the prepayment would be re-amortized over the remaining term of the Trace RDA Loan, which matures in July 2027, resulting in monthly payments of approximately $39,000 per month at an interest rate equal to the prime rate (as published in The Wall Street Journal) plus 1% with an interest rate floor of 5.5%. The loan covenants also would be modified, including a waiver of covenant violations for the quarters ended June 30 and September 30, 2017. Such modification, if completed, would result in a loss on early extinguishment of debt of approximately $242,000. In connection with such proposed modification, an existing deposit of $1,000,000 into a blocked interest bearing account with the lender would be released. There can be no assurance any such modification will be achieved or that Trace will receive waivers of its existing covenant violations under the Trace RDA Loan, and if the modification is completed, there can be no assurance Trace will be able to achieve compliance with the modified loan covenants.

Further, the Company’s results from continuing operations during its second fiscal quarter ending December 31, 2017 have trended weaker. The pharmacy segment previously filed claims for damages in connection with the Deepwater Horizon Settlement Program related to the event which occurred in 2010. The pharmacy segment has been advised that its claims have been accepted and, subject to any appeals that may be filed or delays in payment, expects to receive payments of approximately $960,000 (net of costs and attorneys’ fees) relating to its claims during the fiscal year ended June 30, 2018.

Set forth below is a discussion of the factors the Board considered in determining the procedural fairness of the transaction.

The Offer was approved by a unanimous vote of the Board. Because all of the Company’s directors except for Mr. Thornton are non-employee directors and the tender by any holder is voluntary, the Board did not retain a financial advisor to assist it in determining a price for the Offer, did not obtain a fairness opinion, and did not appoint anyone to negotiate on behalf of the shareholders in setting the Purchase Price. The Board chose not to form a special committee of the Board to evaluate the Offer. The Board believed there would be no added benefit to shareholders to obtain a third party fairness opinion or to retain a negotiator. We have not made any provision in connection with the Offer to grant unaffiliated shareholders access to the Company’s corporate files or to obtain counsel or appraisal services at Company expense and shareholders have no appraisal rights in connection with the Offer. The Board determined that this Offer provides adequate information for unaffiliated shareholders to make an informed decision with respect to the Offer. The Board believes that the transaction is procedurally fair to unaffiliated shareholders based upon the facts that the Offer is voluntary, and the shareholders are being provided with full disclosure of the terms and conditions of the Offer and all information about the Company which the Board, after consultation with management, believes is material to making a decision, and the shareholders are being provided sufficient time to consider the Offer.

The Offer is voluntary, but there will not be a shareholder vote . There will be no shareholder vote on the Offer; instead the Offer permits each shareholder to decide for himself or herself whether the price is fair. Any shareholder who does not like the price to be paid may refrain from participation in the Offer and either remain a shareholder or sell shares on the open market.

Notice of the Offer and disclosure is being provided to all shareholders. Shareholders are able to make an informed decision with respect to what is in a shareholder’s best interests.

If the Offer results in the number of shareholders falling below 300 and the Company were to determine to deregister its common shares under the Exchange Act, the Offer provides the information the Company would be required to provide if it were actively pursuing a going private strategy. By providing the Company’s shareholders with the information which the Company would be required to provide such shareholders with if the Company were actively to pursue a going private strategy, shareholders are able to evaluate the potential benefits and detriments of the Company deregistering its shares in the event that a consequence of the Offer is the ability

27

of the Company to deregister the shares under the Exchange Act as well as the information that previously led the Company to actively pursue such strategy including the 2013 Odd Lot Offer. Both the 2013 Odd Lot Offer and the January 2017 Offer resulted in a limited number of tenders and a limited reduction in the number of registered holders, and the Company did not become eligible to de-register its shares. However, such results may not be indicative of whether current odd lot holders will participate in the current Offer or if such holders do participate the extent to which such holders will participate, if at all.

Additional Background to the Offer.

The 2013 Odd Lot Offer

The Board and management of SunLink periodically have discussed the costs versus the benefits of SunLink continuing as a public company.

In January 2013 after a series of meetings, the Board determined to proceed with a tender offer solely to odd lot holders (accounts that hold 99 or fewer shares) at a price of $1.50 per share plus a $100 per holder payment to each tendering odd lot holder who tendered all of such holder’s shares before a specified date. The Board concluded that such odd lot offer, if fully subscribed might reduce the number of holders of record of the Company’s common shares to less than 300 and allow the Company to deregister its common shares resulting in substantial expected cost savings for the Company. In approving the 2013 Odd Lot Offer, the Board noted that such odd lot offer would provide liquidity to the odd lot holders and potentially allow the Company to deregister its common shares based on a relatively minor expenditure of funds. The Board noted that after completion of the 2013 Odd Lot Offer and an evaluation of the effects of the completion of such offer that the Board could again consider whether it would be in the best interests of the Company’s remaining shareholders to consider providing them with a liquidity opportunity, including in the form of a tender offer open to all shareholders, especially if the Company’s goal of ceasing to be a public company could be effected as a result of the completion of the 2013 Odd Lot Offer. The 2013 Odd Lot Offer was not fully subscribed and upon its conclusion on March 26, 2013 the Company had received tenders from only 68 holders who tendered in the aggregate only 2,705 shares.

Developments After the 2013 Odd Lot Offer

The 2013 Odd Lot Offer concluded on March 26, 2013. Subsequent to the conclusion of the 2013 Odd Lot Offer, SunLink has continued to focus its business strategy on improving internal operations of its existing healthcare facilities and its pharmacy business. SunLink likewise has continued its focus—which began in fiscal 2012—on the disposition of underperforming healthcare facilities, rather than acquisition of additional healthcare facilities, due to the Company’s financial position and continued need to reduce its leverage and interest expense, as well as the changing nature of certain of the markets in which its healthcare subsidiaries operate which has resulted in, among other things, substantial additional competition, and pressure from Federal and state programs (e.g., Medicare and Medicaid) and private payors to reduce reimbursement for healthcare services.

As a result of the sale of various assets, the efforts to improve operations of its remaining business lines and segments, the Company has reduced its debt, (excluding unamortized debt cost), to approximately $7,000,000 at September 30, 2017, and approximately $6,900,000 at November 17, 2017.

At September 30, 2017, the Company had cash and cash equivalents of approximately $9,900,000. The Company estimates that at November 17, 2017 it had aggregate cash and cash equivalents and restricted cash available to fund working capital, capital expenditures, commitments, payments of principal and interest on borrowings, including the anticipated approximately $3,500,000 prepayment under the Trace RDA Loan, and the offer of $2,500,000 million. However, the Company has incurred losses from continuing operations in 11 of the last 13 fiscal quarters through the quarter ending September 30, 2017. Further, the Company’s results from continuing operations, although somewhat improved, remained weak during the quarter ended September 30, 2017 and reflected a net loss from continuing operations for the quarter of approximately $277,000 or a loss of $0.03 per share.

28

The Company believes both its one remaining hospital facility, its two remaining nursing homes, and its pharmacy business are currently underperforming. The Company is currently seeking to improve the operations of its one hospital, two nursing homes and pharmacy business. In 2016, the Company engaged an advisor to assist it in evaluating the possible sale of its pharmacy segment or one or more of its pharmacy business lines. Although the Company received various preliminary, non-binding expressions of interest with respect to portions of the pharmacy business at different points in 2017, no letters of intent or purchase agreements were proposed by any such parties except that on November 7, 2017, a subsidiary of the Company entered into a non-binding letter of intent to sell a portion of the Company’s retail pharmacy assets with respect to one retail pharmacy location to an unaffiliated third party for a cash price of approximately $600,000 subject to various purchase price adjustments and other conditions and contingencies, including, but not limited to buyer due diligence, negotiation of an acceptable asset purchase agreement and non-compete agreements, and internal buyer and seller approvals. The Company believes the sale, if completed, will not result in a material gain or loss and, if completed, will close in the first quarter of 2018.

Neither the Strategic Alternatives Committee nor the Board has made any determination as to the probability of consummation of any individual transaction or multiple transactions with respect to the pharmacy business. The Company is unable to determine the likelihood of its receipt of any binding letter of intent or contract with terms acceptable to it or whether its pharmacy business will be sold either in whole or in part, including the timing of any transaction or transactions. Likewise, neither the Strategic Alternatives Committee nor the Board has made any decision whether to pursue a single transaction or multiple transactions with respect to the pharmacy business. In the event the Company were to pursue multiple transactions, because of potentially more favorable terms, a piecemeal sale of the pharmacy business may present greater execution risks and “post-sale risks” than a single transaction. Disposition of a portion of the pharmacy business could result in materially higher transaction costs or make the disposition of the other portion of the business more difficult or materially more expensive and could subject the Company to additional post-sale liabilities relating to, among others, the disposition of facilities and reductions in staff and costs necessary to manage such liabilities. Similarly, potential prices in such transaction or transactions are subject to due diligence. Finally, the net amounts realized from any such transaction or transactions may be offset in whole or in part by the inability of the Company to realize amounts, if any, on the disposition of other assets. Accordingly, management and the Board of Directors have concluded that any material transaction or transactions with respect to the disposition of the pharmacy business, either in whole or in part, is not currently probable and has not affected the estimation of the fairness of the purchase price in the Offer. There can be no assurance that any further dispositions will be authorized by the Company’s Board of Directors or, if authorized, that any such transactions will be completed or, if completed, will result in a gain or net cash proceeds to the Company after transaction costs, taxes, and outstanding debt.

Subject to the risks and uncertainties discussed herein, management believes the Company has adequate financing and liquidity to support its current level of operations through at least the next twelve months even if the Offer is fully subscribed.

At its November 13, 2017 meeting, the Board considered management’s recommendation, in light of the Company’s cash assets, for a tender offer to provide all of the Company’s shareholders with an opportunity to obtain liquidity with respect to at least a portion of their shares.

At a meeting on November 20, 2017, the Board approved management’s recommendation of a tender offer to purchase shares for an aggregate consideration of $2,500,000 funded from the Company’s cash on hand. In approving such recommendation the Board considered the impact of the use of such funds on the Company’s working capital, the absence of desirable acquisition opportunities, and the prospects for the sale of certain assets of the Company. The Board concluded that, subject to the risks and uncertainties discussed in the Company’s periodic reports, the Company would have adequate financing and liquidity to support its current level of operations through at least the next twelve months even if the Offer is fully subscribed.

In light of the possibility that a tender offer could result in a reduction in the number of holders of record to fewer than 300 and the fact that in such event the Board might again consider the merits of deregistering the

29

shares, the Board also considered the fairness of the Purchase Price based on the assumption that the same factors which had previously led management to recommend and the Board to approve an affirmative going-private strategy in 2013 might lead management to recommend and the Board to approve such action if circumstances permitted. The Board considered that even if the Offer provided the Company with the ability to deregister its common shares and even if the Board were to determine that such deregistration was in the best interests of the Company, SunLink’s business and operations would, at least in the short term, continue substantially as they are presently conducted, subject to the potential disposition of additional assets, and the executive officers and directors of the Company, would not, at least in the short term, substantially change. Accordingly, the Board concluded that the Company’s shareholders could and should be able to evaluate the Offer on the basis that the Offer may result in a going private transaction and that the Offer should provide the disclosure required by applicable law with respect to a going private transaction.

Upon determining that the Offer taken as a whole would be both procedurally and substantively fair to unaffiliated shareholders of the Company, including determining that the Purchase Price would be fair to unaffiliated shareholders who tendered their shares and to shareholders who did not tender their shares, the Board authorized management and the Company’s legal advisors to proceed with the Offer.

Other Plans or Proposals.

Except as disclosed or incorporated by reference in this Offer to Purchase, SunLink currently has no definitive plans or proposals that relate to or would result in:

Section 3. Procedures for Tendering Shares

Valid Tender of Shares.

For shares to be tendered validly in the Offer:

30

Shareholders holding shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, must contact their broker, dealer, commercial bank, trust company or other nominee in order to tender their shares. Shareholders who hold shares through nominee shareholders are urged to consult their broker or other nominees to determine whether any charges may apply if shareholders tender shares through such nominees and not directly to the Depositary.

Odd Lot Holders must tender all of their shares and also complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, if they wish to qualify for the preferential treatment available to Odd Lot Holders as described in Section  1 .

Shareholders may not make any conditional tenders. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS WITH RESPECT TO THE EFFECT OF PRORATION OF THE OFFER. See Section  13 .

Signature Guarantees and Method of Delivery.

If a certificate for our common shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or shares not purchased or tendered are to be issued, to a person other than the registered holder of the certificate surrendered, then the tendered certificate must be endorsed or accompanied by an appropriate stock power, signed in either case exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution (as defined below). No signature guarantee is required if:

In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary’s account at DTC, as described below), a validly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

The method of delivery of all documents, including certificates for our common shares, the Letter of Transmittal and any other required documents, including delivery through DTC, is at the sole election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, then registered mail with return receipt requested, validly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

31

All deliveries made in connection with the Offer, including a Letter of Transmittal and certificates for shares, must be made to the Depositary and not to us, the Information Agent or DTC. Any documents delivered to us, the Information Agent or DTC will not be forwarded to the Depositary and therefore will not be deemed to be validly tendered.

Book-Entry Delivery.

The Depositary will establish an account with respect to the shares for purposes of the Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the shares by causing DTC to transfer those shares into the Depositary’s account in accordance with DTC’s procedures for that transfer. Although delivery of shares may be effected through a book-entry transfer into the Depositary’s account at DTC, either (1) a validly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at its address set forth on the back cover page of this Offer to Purchase prior to the Expiration Time or (2) the guaranteed delivery procedure described below must be followed if book-entry transfer of the shares cannot be effected prior to the Expiration Time.

The confirmation of a book-entry transfer of shares into the Depositary’s account at DTC is referred to in this Offer to Purchase as a “ book-entry confirmation. ” Delivery of documents to DTC in accordance with DTC’s procedures will not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the participant tendering shares through DTC that such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that SunLink may enforce such agreement against that participant.

Guaranteed Delivery.

If a shareholder desires to tender shares in the Offer and the shareholder’s share certificates are not immediately available or cannot be delivered to the Depositary prior to the Expiration Time (or the procedures for book-entry transfer cannot be completed on a timely basis), or if time will not permit delivery of all required documents to the Depositary prior to the Expiration Time, the shares may still be tendered if all of the following conditions are satisfied:

Shareholders may contact the Information Agent, or their broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent is on the back cover page of this Offer to Purchase.

32

Return of Unpurchased Shares.

If any tendered shares are not purchased, or if less than all shares evidenced by a shareholder’s certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the Offer or the proper withdrawal of the shares, or, in the case of shares tendered by book-entry transfer at DTC, the shares will be credited to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

U.S. Federal Income Tax Backup Withholding.

Under the U.S. federal income tax backup withholding rules, a portion (28% under current law) of the gross proceeds payable to a shareholder or other payee pursuant to the Offer may be withheld and remitted to the IRS, unless the shareholder or other payee (i) establishes that it is an “exempt recipient” (as described below) or (ii) provides its taxpayer identification number (employer identification number or social security number) to the Depositary, or other withholding agent (as payer), as well as certain other information and certifies under penalties of perjury that the number is correct, the shareholder is a U.S. person and the shareholder is not subject to backup withholding. Therefore, each tendering shareholder that is a United States Holder (as defined in Section  13 ) should complete and sign the IRS Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the shareholder otherwise establishes to the satisfaction of the Depositary, or other withholding agent, that the shareholder is not subject to backup withholding. If a United States Holder does not provide the Depositary, or other withholding agent, with the correct taxpayer identification number, the United States Holder may be subject to penalties imposed by the IRS.

Backup withholding is not an additional tax. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures.

Certain “exempt recipients” (including, among others, generally all corporations and certain Non-United States Holders (as defined in Section  13 )) are not subject to backup withholding. In order for a Non-United States Holder to qualify as an exempt recipient, that shareholder should submit an appropriate IRS Form W-8, signed under penalties of perjury, attesting to that shareholder’s exempt status. This statement can be obtained from the IRS website at www.irs.gov. See Instruction 3 of the related Letter of Transmittal.

Shareholders should consult their own tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

For a discussion of U.S. federal income tax consequences to tendering shareholders, see Section  13 .

United States Federal Withholding Tax on Payments to Non-United States Holders.

Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary, or other withholding agent, will withhold an amount equal to 30% of the gross payments payable to the Non-United States Holder or his or her agent unless (a) the Depositary, or other withholding agent, determines that a reduced rate of withholding is available under a tax treaty or (b) an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States (and, if a treaty applies, the gross proceeds are attributable to a United States permanent establishment maintained by such Non-United States Holder) (See Section  13).

To obtain a reduced rate of withholding under a tax treaty, a Non-United States Holder must deliver to the Depositary, or other withholding agent, a validly completed and executed IRS Form W-8BEN (or other applicable form). To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant

33

to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary, or other withholding agent, a validly completed and executed IRS Form W-8ECI before the payment is made. The Depositary, or other withholding agent, will determine a shareholder’s status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted.

As discussed in more detail in Section  13 , a Non-United States Holder may be eligible to obtain a refund of all or a portion of any amount withheld from the IRS if (a) the Non-United States Holder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section  13 that would characterize the transaction as an exchange (as opposed to a distribution) with respect to which the Non-United States Holder is not subject to tax, or (b) is otherwise able to establish that no tax or a reduced amount of tax is due.

Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the IRS refund procedure.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.

All questions as to the number of shares to be accepted and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of shares will be determined by SunLink, in its sole discretion, and will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. SunLink reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for any shares which it determines may be unlawful. SunLink also reserves the absolute right to waive any of the conditions of the Offer prior to the Expiration Time with respect to all tendered shares. SunLink also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular shares, whether or not SunLink waives similar defects or irregularities in the case of any other shareholder. No tender of shares will be deemed to have been validly made until all defects or irregularities have been cured by the tendering shareholder or waived by SunLink. SunLink will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of shares. None of SunLink, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any such notice.

Tendering Shareholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement.

It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot, such person has a “net long position” (i.e., more shares held in long positions than in short positions) in (1) a number of shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the Offer or (2) other securities immediately convertible into, exercisable for or exchangeable into a number of shares ( “Equivalent Securities” ) that are equal to or greater than the number of shares tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange, or exercise of such Equivalent Securities and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to us that (i) such shareholder has a “net long position” in a number of shares or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4 and (ii) such

34

tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered in the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York.

Lost or Destroyed Certificates.

If any certificate representing any of our common shares has been lost or destroyed, the shareholder should promptly notify the Depositary at the phone number or address set forth on the back cover page of this Offer to Purchase. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

Certificates for shares, together with a validly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to SunLink, the Information Agent or DTC. Any certificates delivered to SunLink, the Information Agent or DTC will not be forwarded to the Depositary and will not be deemed to be validly tendered.

Section 4. Withdrawal Rights

Shares tendered in the Offer may be withdrawn at any time prior to the Expiration Time. In addition, unless SunLink has already accepted your tendered shares for payment, you may withdraw your tendered shares at any time after the end of the day, 12:00 midnight, New York City time, on January 22, 2018, the expiration of 40 business days after the commencement of the Offer. Except as otherwise provided in this Section  4 , tenders of shares pursuant to the Offer are irrevocable.

For a withdrawal to be effective, a written or facsimile notice of withdrawal must be received in a timely manner, as described in the immediately preceding paragraph, by the Depositary at its address set forth on the back cover page of this Offer to Purchase, and any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the person who tendered the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of those certificates, the tendering shareholder also must submit the serial numbers shown on those particular certificates for shares to be withdrawn and, unless an Eligible Institution has tendered those shares, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares have been tendered pursuant to the procedure for book-entry transfer described in Section  3 , the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures.

All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by SunLink, in its sole discretion and such determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. SunLink reserves the absolute right to waive any defect or irregularity in the notice of withdrawal or method of withdrawal of shares by any shareholder, whether or not SunLink waives similar defects or irregularities in the case of any other shareholder. None of SunLink, the Depositary, the Information Agent, DTC or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any such notice.

Withdrawals may not be rescinded, and any shares validly withdrawn will be deemed not validly tendered for purposes of the Offer. However, validly withdrawn shares may be re-tendered prior to the Expiration Time by again following one of the procedures described in Section  3 .

35

If SunLink extends the Offer, is delayed in its purchase of shares, or is unable to purchase shares pursuant to the Offer for any reason, then, without prejudice to SunLink rights under the Offer, the Depositary may, subject to applicable law, retain tendered shares on behalf of SunLink, and such shares may not be withdrawn, except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section  4 (subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the Offer shall either pay the consideration offered, or return the tendered securities promptly after the termination of the Offer).

Section 5. Purchase of Shares and Payment of Purchase Price

Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we will accept for payment and pay an aggregate purchase price of up to $2,500,000 for shares that are validly tendered and not validly withdrawn prior to the Expiration Time. For purposes of the Offer, we will be deemed to have accepted for payment, subject to the “odd lot” priority and proration provisions of the Offer, shares that are validly tendered and not validly withdrawn, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay the Purchase Price per share for all of the shares accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made promptly, taking into account any time necessary to determine any proration, but only after timely receipt by the Depositary of (1) certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary’s account at DTC, (2) a validly completed and duly executed Letter of Transmittal including any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (3) any other required documents.

We will pay for shares purchased pursuant to the Offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Time. However, we do not expect to be able to announce the final results of any proration or commence payment for any shares purchased pursuant to the Offer until approximately four (4) business days after the Expiration Time. Certificates for all shares tendered and not purchased, including shares not purchased due to proration, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the Expiration Time or termination of the Offer.

Under no circumstances will we pay interest on the Purchase Price, even if there is any delay in making payment. In addition, if certain events occur prior to the Expiration Time, we may not be obligated to purchase shares pursuant to the Offer. See Section 6.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person, will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted to the Depositary.

36

Section 6. Conditions of the Offer

Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and we may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 14e-1(c) promulgated under the Exchange Act, if at any time on or after November 20, 2017 and prior to the time of the expiration of the Offer, any of the following events occur or are determined by us to have occurred, and, in our reasonable judgment in any such case and regardless of the circumstances giving rise to the event or events, such event or events makes it inadvisable to proceed with the Offer or with acceptance for payment for the shares in the Offer:

(a) there shall have been, instituted, pending or taken before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any court, authority, agency or tribunal, which:

(i) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acceptance for payment of, or payment for, some or all of the shares under the Offer, or is otherwise related in any manner to, or otherwise affects, the Offer; or

(ii) could, in our reasonable judgment, materially affect our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or other), income, operations or prospects, or the ownership of our shares;

(b) there shall have been any action pending or taken, or any announcement of approval withheld, or any statute, rule or regulation or announced to be invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in our reasonable judgment, would directly or indirectly result in any of the consequences referred to in clause (i) or (ii) of paragraph (a) above;

(c) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

(d) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

(e) the commencement or escalation of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States, any of its states or territories or armed forces, including but not limited to an act of terrorism;

(f) any change or event occurs or is discovered relating to our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or otherwise), operations or prospects or in ownership of our shares, which, in our reasonable judgment, would have, a material adverse effect on our business, general affairs, management, financial position, shareholders equity, income, results of operations, condition (financial or otherwise), operations or prospects or in ownership of our shares; provided that notwithstanding the foregoing, the Offer is not conditioned on the receipt of financing;

(g) in the case of any of the foregoing existing at the time of the announcement of the Offer, a material acceleration or worsening thereof;

(h) a tender or exchange offer with respect to some or all of our outstanding shares or any other merger, acquisition, business combination or other similar transaction with or involving us is proposed, announced or made by any other person or we enter into a definitive agreement or agreement in principle with any person with respect to any merger, acquisition, business combination or other similar transaction;

(i) we learn that any person or “group,” within the meaning of Section 13(d)(3) of the Exchange Act, has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, or any new

37

group is formed that beneficially owns more than 5% of our outstanding shares (in each case, other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the Securities and Exchange Commission before November 20, 2017 or in any subsequent Schedule 13G filed with the Securities and Exchange Commission) or any current holder of 5% or more of our shares acquires or proposes to acquire an additional 2% or more of our shares;

(j) any person or group files a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting an intent to acquire us or any of our shares;

(k) any approval, permit, authorization, favorable review or consent of any United States or foreign governmental, regulatory or administrative agency or authority or any third party consents required to be obtained in connection with the Offer shall not have been obtained on terms satisfactory to SunLink, in its reasonable judgment;

(l) legislation amending the Code (as defined herein), has been passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which would be to change the U.S. federal income tax consequences of the completion of the Offer in any manner that would adversely affect us or any of our affiliates;

(m) the Company, in its reasonable judgment, believes that consummation of the Offer either individually or in connection with other ownership changes could reasonably be expected to result in an “ownership change” for purposes of Section 382 of the Code; or

(n) the Trace loan modification is not completed by December 21, 2017 as a result of the actions or inactions of the lender under the Trace RDA Loan. See footnote 1 to Unaudited Pro Forma Financial Statements

The conditions listed above are for our sole benefit and we may assert those conditions regardless of the circumstances that give rise to the conditions and we may, in our sole discretion, waive any of the conditions listed above, in whole or in part, prior to the time of the expiration of the Offer.

On November 17, 2017, the reported closing price of our common shares on NYSE American Exchange was $1.49 per share. On November 20, 2017, the last full trading day prior to the announcement of the Offer, the

38

reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. You are urged to obtain current market quotations for our common shares before deciding whether to tender your shares pursuant to the Offer.

SunLink does not currently pay cash dividends and has not paid any cash dividends for at least the last two fiscal years. Historically SunLink has retained its earnings for use in the operation of its business and, therefore, does not anticipate declaring or paying regular cash dividends in the foreseeable future. Any future determination to declare or pay cash dividends will be determined by SunLink’s Board and will depend on SunLink’s financial condition, results of operations, business, prospects, capital requirements, credit agreements, and such other matters as the Board may consider relevant.

SunLink has not purchased any of its common shares nor made any underwritten public offering of its common shares to date in fiscal 2017 nor did it purchase or make any underwritten public offering of any of its common shares in the fiscal years ending June 30, 2017 and June 30, 2016, respectively other than the purchase in February 2017 of 280,558 shares at a purchase price of $1.50 per share pursuant to the January 2017 Offer.

Section 8. Source and Amount of Funds

The aggregate purchase price for the shares tendered in the Offer is estimated to be approximately $2,500,000 unless the Offer is undersubscribed which is not anticipated. We expect to fund the purchase of the shares tendered in the Offer from existing cash on hand. The Offer is not conditioned on the receipt of financing. There are currently no alternative financing plans or arrangements for the transaction.

Section 9. Certain Information Concerning the Company

General.

We are a healthcare company and our business is composed of two business segments, the Healthcare Services segment and the Pharmacy segment. Our subsidiaries operate one community hospital in Mississippi and two nursing homes, one in Georgia and one in Mississippi. All three of the facilities are owned. Our community hospital is an acute care hospital and has a total of 84 licensed beds. Our nursing homes have a total of 166 licensed beds. Various subsidiaries also own two medical office buildings and 16 acres of unimproved land. Our Pharmacy segment subsidiary operates a pharmacy business in Louisiana with four service lines. All of our healthcare operations are conducted by our direct and indirect subsidiaries.

Our executive offices are located at 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339, and our telephone number is (770) 933-7000. Our website address is www.sunlinkhealth.com . Information contained on our website is neither part of, nor incorporated by reference into, this Offer to Purchase.

Where You Can Find More Information.

We are subject to the informational filing requirements of the Exchange Act and, in accordance with these requirements, are obligated to file reports and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their compensation, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. In connection with this Offer, we have also filed a Tender Offer Statement on Schedule TO, which includes additional information and documentation with respect to the Offer.

Incorporation by Reference.

The rules of the SEC allow us to “incorporate by reference” information into this Offer, which means that we can disclose important information to you by referring you to another document filed separately with the

39

SEC. This Offer incorporates by reference the documents listed below, including the financial statements and the notes related thereto contained in those documents that have been previously filed with the SEC. These documents contain important information about us.

You may read and copy any reports, proxy statements or other information that we file with the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our public filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

You may also request a copy of these filings, at no cost, by writing or telephoning us at our principal executive office at the following address:

SunLink Health Systems, Inc.

900 Circle 75 Parkway

Suite 1120

Atlanta, Georgia 30339,

United States

Telephone: (770) 933-7000

Copies of these filings are also available, without charge, on our website at www.sunlinkhealth.com .

Selected Historical and Pro Forma Financial Information.

The following tables show (1) selected historical financial information about the Company for the fiscal years ended June 30, 2017 and 2016 and the three months ended September 30, 2017 and 2016; (2) selected pro forma financial information as of and for the fiscal year ended June 30, 2017 and the three months ended September 30, 2017, assuming (a) the purchase of an estimated 2,121,202 shares in the Offer at the purchase price of $1.60 per share, (b) the payment of the fees and expenses related to the offer of approximately $200,000, and (c) the expected prepayment of $3,548,000 (the “ Trace Prepayment ”) on the outstanding loan incurred by our sole remaining hospital facility (the “ Trace RDA Loan ”).

40

The selected unaudited pro forma financial information assumes that the Offer and the Trace Prepayment were completed at the beginning of our fiscal 2017 fiscal year for the statement of operations data and at June 30, 2017 and September 30, 2017, respectively, for balance sheet information.

The selected unaudited pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been obtained if the Offer had been completed at the dates indicated or that may be obtained at any date in the future. The following selected unaudited pro forma consolidated financial data is based on available information and various estimates and assumptions. We believe that these assumptions provide a reasonable basis for presenting all of the significant effects of the Offer and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial information. We have included the following unaudited pro forma financial information solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Offer. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer to Purchase under “ Forward Looking Statements ” and incorporated by reference herein from the Company’s Annual Report on Form 10-K.

The following selected historical financial data has been derived from our historical financial statements included in our Annual Report on Form 10-K for the Year Ended June 30, 2017 and our Quarterly Report on Form 10-Q for the three months ended September 30, 2017, each of which has been filed with the SEC, and should be read in conjunction with those financial statements.

41

42

Management Information

Set forth below is a list of our directors and executive officers of the Company, together with their principal occupations. Unless otherwise indicated, all persons have held the positions described as their principal occupation for at least five (5) years.

Directors

Robert M. Thornton, Jr., 69, has been Chairman and Chief Executive Officer of the Company since September 10, 1998, President since July 16, 1996, and was its Chief Financial Officer from July 18, 1997 through August 31, 2002. From October 1994 to the present, Mr. Thornton also has been a private investor and, since March 1995, has been Chairman and Chief Executive Officer of CareVest Capital, LLC, a private investment and management services firm. Mr. Thornton was a director of and held various executive offices with Hallmark Healthcare Corporation from October 1989 until Hallmark’s merger with Community Health Systems, Inc. in October 1994.

Dr. Steven J. Baileys, 64, is a private investor and was Chairman of the Board of SafeGuard Health Enterprises, Inc., a public dental care benefits company, from July 1995 to June 2004. Dr. Baileys was Chief Executive Officer of SafeGuard from April 1995 to February 2000, its President from December 1981 until May 1997, and its Chief Operating Officer from December 1981 until April 1995. Dr. Baileys is licensed to practice dentistry in the State of California.

Karen B. Brenner, 64, has been President of Fortuna Asset Management, LLC, an investment advisory firm located in Newport Beach, California, since 2000. Fortuna Asset Management, LLC succeeded to the business of Fortuna Advisors, Inc., which Ms. Brenner formed and operated from 1993 to 2000. From 1996 to 1998, Ms. Brenner served on the Board of Data Design Labs. From 1984 to 1993, Ms. Brenner was a partner in Allen Brenner, a financial consulting firm. Prior to 1984, Ms. Brenner was a consultant in the health and medical division of Booz Allen Hamilton.

43

Gene E. Burleson, 77, is a private investor and was Chairman of PET DRx Corporation from June 2005 to July 1, 2010 and Chief Executive Officer from October 2008 until its acquisition by VCA Antech in July 2010. Mr. Burleson was a director of HealthMont Inc. from September 2000 until its acquisition by SunLink in October 2003. Mr. Burleson served as Chairman of Mariner Post-Acute Network, Inc., from January 2000 to June 2002. Mr. Burleson was Chairman of the Board of GranCare Inc. from October 1990 to November 1997 and President and Chief Executive Officer of GranCare Inc. from December 1989 to February 1997. From June 1986 to March 1989, Mr. Burleson served as President, Chief Operating Officer and Director of American Medical International Inc. (“ AMI ”). Mr. Burleson served as Managing Director of AMI’s international operations from May 1981 to June 1986.

C. Michael Ford, 79, has been President of Ocmulgee Land Trust, Inc. since July 2011. Mr. Ford was Chief Executive Officer of Newtown Macon, Inc. from November 2003 to March 2014 and was its Chief Financial Officer from October 2002 to November 2003. He was Chairman of the Board of In Home Health, Inc. from February 2000 to December 2000. Mr. Ford also served as Vice President of Development of Columbia/HCA Healthcare Corporation from September 1994 to September 1997, and was Vice President of Marketing of Meditrust Corp. from October 1993 to September 1994.

Howard E. Turner, 75, has been a partner in the law firm of Smith, Gambrell & Russell, LLP, since 1971. Mr. Turner has served in the past as a director of Avlease, Ltd., a lessor of large commercial aircraft, and as an officer and director of Historic Motorsports Holdings, Ltd. Mr. Turner provides legal services to the Company through the law firm, Smith, Gambrell & Russell, LLP, as requested by the Company.

Christopher H. B. Mills, 65, is a Director and the Chief Investment Officer of Harwood Capital Management and has served in such capacity since October 2011. From January 1993 until October 2011, Mr. Mills was a Director and Chief Investment Officer of J.O. Hambro. Mr. Mills also serves as the Managing Director/Investment Manager of North Atlantic Smaller Companies Investment Trust plc and Trident North Atlantic, positions he has held since 1998. From 1984 to 1993 Mr. Mills was a Director of MIM Management Limited.

Executive Officers

In addition to Mr. Thornton, the following are the Company’s two other executive officers:

Mark J. Stockslager, 58, has been SunLink’s Chief Financial Officer since July 1, 2007. He was interim Chief Financial Officer from November 6, 2006 until June 30, 2007. He has been the Principal Accounting Officer since March 11, 1998 and was Corporate Controller from November 6, 1996 to June 4, 2007. He has been associated continuously with our accounting and finance operations since June 1988 and has held various positions, including Manager of U.S. Accounting, from June 1993 until November 1996. From June 1982 through May 1988, Mr. Stockslager was employed by Price Waterhouse & Co.

Byron D. Finn, 67, has been the President of SunLink ScriptsRx, LLC, a subsidiary of the Company, since October 1, 2010. Prior to becoming President of SunLink ScriptsRx, LLC, Mr. Finn was President of Byron D. Finn, CPA, PC, which provided accounting, financial consulting, and litigation support services for clients, including numerous healthcare clients. His experience also includes various positions with The Coca-Cola Company, where he served in a number of financial-related positions and in connection with special projects, and he was previously employed by Ernst & Young. Mr. Finn is a licensed CPA and received his BA in Business Administration and Master in Accountancy degrees from the University of Georgia.

None of the Company’s directors or executive officers have been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) and none of such persons have been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future

44

violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the Company’s directors and executive officers is a citizen of the United States except for Mr. Mills who is a citizen of the United Kingdom.

Section 10. Interests of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares

Shares Outstanding.

As of November 20, 2017, we had 9,162,565 common shares issued and outstanding. The number of shares that will be purchased will not be known until after the Expiration Date. Assuming that the Offer is fully subscribed, the number of shares that will be purchased under the Offer is approximately 1,562,500.

Assuming that the Offer is fully subscribed, such 1,562,500 shares that the Company is offering to purchase under the Offer represents approximately 17.05% of the total number of shares issued and outstanding as of November 20, 2017.

As of November 20, 2017, the last full trading day prior to the announcement of the Offer, we had issued and outstanding 9,162,565 common shares. As of the date of this Offer, 651,000 of our common shares were issuable pursuant to outstanding awards of options (of which 636,000 were fully vested and exercisable as of such date); however, except for an aggregate of 390,000 options at exercise prices ranging from $0.71 to $1.49 per share which have been issued under applicable equity award plans (of which options for 390,000 shares were exercisable the date of this Offer, all of our outstanding options have exercise prices which are higher than the Offer Price.

Share Ownership by Directors and Executive Officers.

As of November 20, 2017, SunLink’s directors and executive officers as a group (9 persons) reported owning an aggregate of 4,060,731 outstanding shares representing approximately 44.3% of the outstanding shares (assuming no exercise of any SunLink equity securities as described below).

If the Offering is fully subscribed and assuming no exercises of any options, the number of shares owned by our directors and executive officers will depend on the total number of shares tendered in the Offer by such persons and the effects of any prorations. After the expiration of the Offer, our directors and executive officers may, subject to applicable law and the Company’s applicable policies and practices, sell shares from time to time in private or open market transactions or subsequent tender offers at prices that may be more or less favorable than the Offer Price to be paid to our shareholders in the Offer.

45

The following table sets forth, as of November 20, 2017 (unless otherwise indicated in the footnotes), certain information with respect to our common shares reported as owned beneficially by each director, by each “named executive officer”, and by all directors and named executive officers as a group. Except as noted in the footnotes, each of the persons listed has sole investment and voting power with respect to the common shares included in the table.

46

47

The following table sets forth, as of November 20, 2017, information known to the Company with respect to the intention by each named executive officer, by each director and by each of their respective affiliates as of such date to tender some or all of their shares and the number of shares which they have informed the Company that they anticipate tendering:

Pursuant to a letter agreement entered into in June 2007, Mr. Mills agreed with the Company to resign from the Board of Directors in the event that the percentage of shares held by Mr. Mills and his “group” described in footnote 12 to the immediately preceding beneficial ownership table at any time equals less than 5% of the Company’s fully diluted shares. Investors are cautioned that none of the named executive officers, directors or their respective affiliates is subject to any contractual obligation to tender their shares or, if tendered, not to withdraw their shares or any portion thereof from the Offer prior to its conclusion. Except with respect to affiliates of Mr. Mills, we do not know whether any person who owns 5% or more of our shares intends to tender any shares in the offer, except that Berggruen Holdings, Ltd. (“BHL”) which is the parent company to Berggruen Holding North American Ltd.(“BHNA”), has indicated that it is the current holder of 704,039 shares previously reported as owned by BHNA and that BHL currently intends to tender all 704,039 shares in the Offer.

Golden Parachute Compensation.

Executive Officers

Although neither the Offer nor its consummation will give rise to a “change of control” under either applicable plan definitions or definitions applicable to agreements between the Company and its executive

48

officers (which definitions are described in detail in the Company’s proxy statement for its most recent annual meeting which statement is incorporated by reference in this Offer to Purchase), applicable SEC rules require the disclosure of certain potential benefits which would have been realized in connection with a change in control for the Company’s principal executive officer, principal financial officer and remaining executive officer for fiscal 2017 assuming a change in control and termination occurred as of October 31, 2017, the latest practical date for purposes of computing such information.

The following table sets forth certain potential benefits which would have been realized in connection with a change in control and termination of employment for the Company’s principal executive officer, principal financial officer and remaining executive officer for fiscal 2017 assuming a change in control and termination occurred as of October 31, 2017, the latest practical date for purposes of computing such information.

49

Directors

No directors of the Company will receive any compensation or payments in connection with the completion of the Offer.

Agreements, Transactions, and Arrangements Concerning SunLink Common Shares

The only material agreements between the Company and any other person concerning the common shares are option award agreements between the Company and its executive officers and directors, the plans under which such option awards have been issued, and the employment agreement between the Company and Mr. Thornton, and a letter agreement entered into in June 2017 whereby Mr. Mills agreed with the Company to resign from the Board of Directors in the event that the percentage of shares held by Mr. Mills and his “group” at any time equals less than 5% of the Company’s fully diluted shares. Mr. Thornton’s employment agreement provides for the acceleration of his unvested options in the event of a “change in control.” The consummation of the Offer will not constitute a change in control.

Option award agreements between the Company and its executive officers have granted options to purchase common shares, with a ten-year term, at the fair market value of such shares as of the date of the option grant. For executive officers, vesting of such options is generally based on continued service and the passage of time, subject to acceleration upon the occurrence of various events. The Offer will not result in the acceleration of vesting or any other benefit under any such option agreements.

Option agreements between the Company and its directors have granted options to purchase common shares, with a ten-year term, at the fair market value of such shares as of the date of the option grant. For directors, such options vested in full as of the date of grant. The Offer will not result in any benefit under such option agreements. There have been no transactions or series of similar transactions between the Company and its executive officers and directors with respect to the Company or its common shares in excess of $60,000 for any individual executive officer or director (than the payment of ordinary salary, bonus, and other compensation to the executive officers as described in the Company’s most recent proxy statement) during the current fiscal year or the two most recent full fiscal years of the Company.

In connection with the January 2017 Offer, two directors of the Company or their affiliates tendered shares in the January 2017 Offer. Ms. Brenner and/or her immediate family and related entities tendered an aggregate of 45,357 common shares into the Offer. Clients of Fortuna Asset Management, LLC, an investment advisory firm of which Ms. Brenner is the President directed Fortuna to tender an aggregate of 49,245 additional common shares in the January 2017 Offer. Finally, CareVest Capital, LLC, an entity of which Mr. Thornton owns 100% of the voting interests, tendered an aggregate of 29,800 common shares into the January 2017 Offer. No other officers or directors of the Company tendered any shares in the January 2017 Offer. All of such tendered shares were purchased by the Company pursuant to the January 2017 Offer at a purchase price of $1.50 per share.

Recent Securities Transactions.

Based upon our records and upon information provided to us by our executive officers, directors, their affiliates and our subsidiaries, neither we nor any of our directors, executive officers, their affiliates or our subsidiaries has effected any transactions in our shares during the 60 days prior to the date of this Offer to Purchase.

Section 11. Effects of the Offer on the Market for Shares; Registration under the Exchange Act

Our purchase of shares in the Offer will reduce the number of our shares that might otherwise trade publicly and may reduce the number of our shareholders. As of November 17, 2017, approximately 5,101,834 shares of our common shares were held by non-affiliated shareholders. Because certain of our executive officers, directors

50

and their affiliates have indicated their intent to tender shares in the Offering and because of the potential for proration if the Offer is oversubscribed, we are unable to estimate the number of shares that may be held by non-affiliated shareholders following the purchase of shares tendered in the Offer. The actual number of shares outstanding will depend on the number of shares tendered and purchased in the Offer.

Trading in our common shares is limited. Our purchase of shares in the Offer may further reduce the volume of trading in the shares and may make it more even more difficult to buy or sell significant amounts of shares without affecting the market price (if any) for our common shares, which could adversely affect continuing shareholders. In the event the effect of the Offer is to allow the Company to deregister its shares and in the event the Board determines to apply to the SEC to deregister our common shares, our duty to file periodic reports with the SEC will be suspended upon deregistration of our common shares for as long as we have fewer than 300 record shareholders, and we will no longer be a public reporting company. In addition, we would be relieved of the obligation to comply with the requirements of the proxy rules under Section 14 of the Exchange Act. If our total number of public shareholders is less than 300 or after any deregistration, our shares would no longer be listed on the NYSE American Exchange. After the Offer and/or after any deregistration, there may not be a sufficient number of shares outstanding and publicly traded to ensure a continued trading market in the shares in any over-the-counter market. In the event of deregistration, the continued quotation of our common shares as well as the availability of any over-the-counter trading in our common shares would depend, in part, on the nature and extent of continued publicly available information about SunLink. Further, in the event of deregistration, under Rule 15c2-11, brokers and dealers are prohibited from publishing any quotation for a security, directly or indirectly, or submitting any such quotation for publication, in any quotation medium unless such broker or dealer has in its records the documents and information required by Paragraph A Current Information, and, based upon a review of such information together with any other documents and information required by Paragraph B Information, has a reasonable basis under the circumstances for believing that the Paragraph A Information is accurate in all material respects, and that the sources of the Paragraph A information are reliable. Market Makers may post quotations in securities of companies with limited financial information only if they can demonstrate to FINRA that the requirements of Rule 15c2-11 are being satisfied.

Although in the event of deregistration, we currently intend to continue to provide annual audited financial statements and proxy statements or information statements to our shareholders, there would be no requirement that we do so. Even if provided, these documents likely would not be as detailed or extensive as the information we currently file with the SEC and deliver to shareholders, and our financial statements may not be accompanied by management’s discussion and analysis in the same detail, if at all. In the event of deregistration, it will be more difficult for our shareholders to obtain information about us. However, we would continue to be subject to the general anti-fraud provisions of federal and applicable state securities laws.

The common shares are currently “margin securities” under the rules of the Board of Governors of the Federal Reserve. This has the effect of, among other things, allowing brokers to extend credit on the collateral of the shares. We believe that, the purchase of shares pursuant to the Offer, without more, would not affect the status of the common shares as margin securities. However, future deregistration of the common shares under the Exchange Act would cause the shares to cease to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

Section 12. Legal Matters; Regulatory Approvals

Except as described in this Offer to Purchase, we are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our acquisition of shares as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of shares as contemplated by the Offer. Should any such approval or other action be required, we currently contemplate that we will seek approval or such other action. We cannot predict whether we may determine that we are required to delay the acceptance for payment of, or payment for, shares tendered in response to the Offer

51

pending the outcome of any of these matters. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any approval or other action might not result in adverse consequences to our business.

Our obligation to accept for payment and pay for shares under the Offer is subject to various conditions. See Section  6 .

Section 13. Material U.S. Federal Income Tax Consequences

The following discussion is a summary of material U.S. federal income tax consequences to our shareholders of an exchange of shares for cash pursuant to the Offer. This discussion is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of the shareholder’s particular circumstances, or to certain types of shareholders subject to special treatment under U.S. federal income tax laws (such as insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, United States Holders, as defined below, whose “functional currency” is not the U.S. dollar, partnerships or other entities treated as partnerships or pass-through entities for U.S. federal income tax purposes (or their investors or beneficiaries), persons holding shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, banks, financial institutions, brokers, dealers in securities or currencies, traders that elect to mark-to-market their securities, certain expatriates or former long-term residents of the United States or personal holding companies). In addition, the discussion does not consider the effect of any alternative minimum taxes or foreign, state, local or other tax laws, or any U.S. tax considerations (e.g., estate or gift tax) other than U.S. federal income tax considerations that may be applicable to particular shareholders. Further, this summary assumes that shareholders hold their shares as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code” ) and generally assumes that they did not receive their shares through the exercise of employee stock options or otherwise as compensation.

This summary is based on the Code and applicable U.S. Treasury regulations, rulings, administrative pronouncements and judicial decisions thereunder as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect.

This discussion is not binding on the IRS, and we have not sought, nor will we seek, any ruling from the IRS with respect to the matters discussed below. There can be no assurances that the IRS will not take a different position concerning tax consequences of the sale of shares to us pursuant to the Offer or that any such position would not be sustained.

As used herein, a “United States Holder” means a beneficial owner of shares that is (1) an individual citizen or resident alien of the United States for U.S. federal income tax purposes, (2) a corporation (or other entity taxed as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust if (x) the administration of the trust is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. As used herein, a “Non-United States Holder” means a beneficial owner of shares that is neither (i) a United States Holder, nor (ii) a partnership or other entity classified as a partnership for U.S. federal income tax purposes. If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding shares and partners in such partnership should consult their own tax advisors about the U.S. federal income tax consequences of an exchange of shares for cash pursuant to the Offer.

Each shareholder is advised to consult its own tax advisor to determine the U.S. federal, state, local, foreign and other tax consequences to it of the Offer.

52

Consequences to Shareholders Who Do Not Participate in the Offer.

Shareholders who do not participate in the Offer will not incur any U.S. federal income tax as a result of the exchange of shares for cash by other shareholders pursuant to the Offer.

Consequences to United States Holders.

Characterization of the Purchase. An exchange of shares for cash pursuant to the Offer generally will be treated as either a taxable sale or exchange or as a taxable distribution with respect to such shares.

A United States Holder’s exchange of shares for cash pursuant to the Offer will be treated as a sale or exchange of the shares for U.S. federal income tax purposes pursuant to Section 302 of the Code if the exchange (i) results in a “complete termination” of the United States Holder’s stock interest in us; (ii) is a “substantially disproportionate” redemption with respect to the United States Holder; or (iii) is “not essentially equivalent to a dividend” with respect to the United States Holder.

In determining whether any of these tests have been met, a United States Holder must take into account not only the shares that the United States Holder actually owns, but also the shares that it constructively owns within the meaning of Section 318 of the Code (as modified by Section 302(c) of the Code). Under these constructive ownership rules, a United States Holder will be considered to own those shares owned, directly or indirectly, by certain members of the United States Holder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the United States Holder has an equity interest, as well as shares the United States Holder has an option to purchase. United States Holders should consult their own tax advisors with respect to the operation of these constructive ownership rules.

The purchase of a United States Holder’s shares by us in the Offer will result in a “complete termination” of the United States Holder’s equity interest in us if either (1) all of the shares in us actually and constructively owned by the United States Holder are exchanged for cash pursuant to the Offer or (2) all of the shares in us actually owned by the United States Holder are exchanged for cash pursuant to the Offer and the United States Holder is eligible to waive, and effectively waives, the attribution of all shares in us constructively owned by the United States Holder in accordance with the procedures described in Section 302(c)(2) of the Code. A United States Holder may also satisfy the “complete termination” test if, in the same transaction, some of its shares in us are redeemed and all of the remainder of its shares in us are sold or otherwise transferred to a third party so that after the transaction the United States Holder no longer owns (actually or constructively) any shares in us. United States Holders wishing to satisfy the “complete termination” test through waiver of attribution in accordance with the procedures described in Section 302(c)(2) of the Code should consult their own tax advisors concerning the mechanics and desirability of such a waiver.

The purchase of a United States Holder’s shares by us in the Offer will result in a “substantially disproportionate” redemption with respect to the United States Holder if, among other things, the percentage of the outstanding voting shares in us actually and constructively owned by the United States Holder immediately after the purchase (treating all shares purchased by us as not outstanding) is less than 80% of the percentage of the outstanding voting shares in us actually and constructively owned by the United States Holder immediately before the exchange (treating all shares purchased by us pursuant to the tender offer as outstanding) and immediately following the purchase the United States Holder actually and constructively owns less than 50% of our total combined voting power. United States Holders should consult their own tax advisors concerning the application of the “substantially disproportionate” test to their particular circumstances.

The purchase of a United States Holder’s shares by us in the tender offer will generally be treated as “not essentially equivalent to a dividend” if it results in a meaningful reduction of the United States Holder’s proportionate interest in us. Whether a United States Holder meets this test depends on the United States Holder’s particular facts and circumstances. The IRS has indicated that even a small reduction in the percentage

53

interest of a shareholder whose relative stock interest in a publicly held corporation is minimal (for example, an interest of 1% or less) and who exercises no control over corporate affairs should constitute a “meaningful reduction.” United States Holders should consult their own tax advisors as to the application of this test to their particular circumstances.

Each shareholder should be aware that because proration may occur in the Offer, even if all the shares in us actually and constructively owned by a shareholder are tendered pursuant to the Offer, fewer than all of the shares tendered may be purchased by us. Thus, proration may affect whether the surrender by a United States Holder pursuant to the Offer will meet any of the three tests under Section 302 of the Code.

Due to the factual nature of these tests, United States Holders should consult their tax advisors to determine whether the purchase of their shares in the Offer qualifies for sale or exchange treatment in their particular circumstances.

Sale or Exchange Treatment. If the receipt of cash by a United States Holder in exchange for the tender of shares pursuant to the Offer is treated as a sale or exchange (as described above) of such shares for U.S. federal income tax purposes pursuant to Section 302 of the Code, the United States Holder will recognize capital gain or loss equal to the difference between (1) the amount of cash received by the United States Holder for such shares and (2) the United States Holder’s “adjusted tax basis” for such shares at the time of the sale. Generally, a United States Holder’s adjusted tax basis for the shares will be equal to the cost of the shares to the United States Holder, decreased (but not below zero) by the amount of any previous distributions treated as a tax-free return of capital. This gain or loss will be characterized as long-term capital gain or loss if the United States Holder’s holding period for the shares that were sold exceeds one year as of the date we are treated as purchasing the shares in the Offer for U.S. federal income tax purposes. A United States Holder that is an individual, trust or estate is generally eligible for a reduced rate of U.S. federal income tax on long-term capital gain. A United States Holder’s ability to deduct capital losses may be limited. Gain or loss must be determined separately for each block of shares (generally, shares acquired by a United States Holder at the same cost in a single transaction) we purchase in the tender offer. A United States Holder may be able to designate, generally through its broker, which blocks of shares of our stock it wishes to tender if less than all of its shares are tendered, and the order in which different blocks will be purchased by us in the event of proration under the tender offer. United States Holders should consult their own tax advisors concerning the mechanics and desirability of that designation.

Distribution Treatment. If a United States Holder’s receipt of cash attributable to an exchange of shares for cash pursuant to the Offer does not meet one of the tests of Section 302 of the Code described above, then the full amount of cash received by the United States Holder with respect to our purchase of shares under the Offer will be treated as a distribution to the United States Holder with respect the United States Holder’s shares and will be treated as ordinary dividend income to the United States Holder to the extent of such United States Holder’s ratable share of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Provided certain holding period requirements and other conditions are satisfied, non-corporate United States Holders generally will be subject to U.S. federal income tax at a maximum rate of 23.8% (including 3.8% net investment income tax) with respect to any such dividend income. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the United States Holder’s adjusted tax basis in the shares exchanged in the Offer. Any amount remaining after the United States Holder’s adjusted tax basis has been reduced to zero will be taxable to the United States Holder as capital gain realized on the sale or exchange of such shares. The redeemed shareholder’s basis in the redeemed shares (after any reduction as noted above) will be allocated to other shares of stock in us held by the redeemed shareholder. A dividend received by a corporate United States Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate shareholders should consult their own tax advisors regarding the U.S. federal tax consequences of the Offer in relation to their particular facts and circumstances.

54

Additional Tax on Net Investment Income. An additional 3.8% tax may be imposed on the “net investment income” of certain U.S. citizens and resident aliens, and on the undistributed “net investment income” of certain estates and trusts. “Net investment income” generally includes gross income from dividends and net gain from the disposition of property, such as the shares. You should consult your tax advisor with respect to this additional tax.

Consequences to Non-United States Holders.

Sale or Exchange Treatment. Gain realized by a Non-United States Holder on an exchange of shares for cash pursuant to the Offer generally will not be subject to U.S. federal income tax if the exchange is treated as a sale or exchange for U.S. federal income tax purposes pursuant to the tests of Section 302 of the Code described above under “Consequences to United States Holders—Characterization of the Purchase” unless (1) such gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States (and, if an applicable income tax treaty applies, the gain is attributable to a United States permanent establishment maintained by such Non-United States Holder), (2) in the case of gain realized by a Non-United States Holder that is an individual, such Non-United States Holder is present in the United States for 183 days or more in the taxable year of the exchange and certain other conditions are met, or (3) our shares that are exchanged constitute a “United States real property interest” with respect to the Non-United States Holder.

Non-United States Holders described in clause (1) above will be subject to U.S. federal income tax on a net income basis at applicable graduated U.S. federal income tax rates in much the same manner as if such Non-United States Holders were a resident of the United States, and in the case of a corporate Non-United States Holder, such Non-United States Holder may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty. An individual described in clause (2) above will be taxed on his or her gains at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of such Non-United States Holder provided that such Non-United States Holder has timely filed U.S. federal income tax returns with respect to such losses.

Our shares will constitute a United States real property interest with respect to a Non-United States Holder if (1) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the period during which the Non- United States Holder held such shares or (ii) the 5-year period ending on the date the Non-United States Holder exchanges such shares pursuant to the Offer and (2) the Non-United States Holder actually or constructively owns or has owned (at any time during the shorter of such periods) more than 5% of our shares. We do not believe that we have been a United States real property holding corporation at any time during the 5-year period preceding the sale pursuant to the Offer.

Distribution Treatment. If a Non-United States Holder does not satisfy any of the Section 302 tests explained above under “Consequences to United States Holders—Characterization of the Purchase”, the full amount received by the Non-United States Holder with respect to our purchase of shares under the Offer will be treated as a distribution to the Non-United States Holder with respect to the Non-United States Holder’s shares, rather than as an amount received in a sale or exchange of such shares. Because satisfaction of the Section 302 tests is dependent on matters of fact, the Depositary, or other withholding agent, will presume, for withholding purposes, that all amounts paid to Non-United States Holders in exchange for their shares are distributions. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, a tax-free return of capital or a capital gain from the sale of shares, and the reallocation of the basis of the redeemed shares, will be determined in the manner described above (see “Consequences to United States Holders—Distribution Treatment”). However, the Depositary or other withholding agent will generally treat amounts received by a Non-United States Holder with respect to our purchase of shares under the Offer as dividends and not as tax-free returns of capital or capital gains distributions, and such dividends will generally be subject to withholding of U.S. federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty, provided we have received proper certification of the application of such income tax treaty, unless such dividends are

55

effectively connected with a Non-United States Holder’s conduct of a trade or business within the United States. Non-United States Holders should consult their own tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty. If any amounts withheld exceed the Non-United States Holder’s U.S. federal income tax liability, such Non-United States Holder may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS.

Amounts treated as dividends that are effectively connected with a Non-United States Holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States, are generally taxed in the manner applicable to United States Holders, as described above. In such cases, the Non-United States Holder will not be subject to withholding so long as such Non-United States Holder complies with applicable certification and disclosure requirements. In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty. See Section  3 with respect to the application of U.S. federal income tax withholding to payments made to Non-United States Holders.

Notwithstanding the foregoing, even if a Non-U.S. Holder tenders shares held in its own name as a holder of record and delivers to the Depositary, or other withholding agent, a validly completed IRS Form W-8BEN (or other applicable form) before any payment is made so as to avoid backup withholding, the Depositary or other withholding agent will withhold 30% of the gross proceeds unless such Depositary or other withholding agent determines that a reduced rate under an applicable income tax treaty or exemption from withholding is applicable, regardless of whether the payment is validly exempt from U.S. federal income tax under the “complete termination,” “substantially disproportionate,” or “not essentially equivalent to a dividend” test.

United States Federal Income Tax Backup Withholding . See Section  3 with respect to the U.S. federal income tax backup withholding requirements.

This discussion is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of the shareholder’s particular circumstances, or to certain types of shareholders subject to special treatment under U.S. federal income tax laws. You are advised to consult with your own tax advisor to determine the particular tax consequences to you of the offer, including the applicability and effect of state, local and foreign tax laws.

Section 14. Extension of the Offer; Termination; Amendment

Although certain shareholders tendering shares might find it beneficial from a tax perspective to sell higher basis shares in 2017, we expressly reserve the right, in our sole discretion and subject to applicable law, at any time and from time to time, and regardless of whether or not any of the events set forth in Section  6 shall have occurred or shall be deemed by us to have occurred, to extend the period of time the Offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. If we extend the Offer, it will not end and payment for tendered shares will not be made until 2018. We also expressly reserve the right, in our sole discretion, to terminate the Offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for, subject to applicable law, and to postpone payment for shares, upon the occurrence of any of the conditions specified in Section  6 , by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of the Offer.

Subject to compliance with applicable law, we further reserve the right, in our sole discretion, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration per share

56

offered to shareholders pursuant to the Offer or by decreasing or increasing the aggregate purchase price of shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time. In the case of an extension, the notice of the amendment must be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise disseminate any such public announcement other than by making a release through BusinessWire or another comparable service or, to the extent permitted by applicable law, amending the Schedule TO filed with the SEC.

If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and Rule 14e promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If:

then, the Offer will be extended so that it will remain open for a period of ten business days from and including the date that such increase or decrease is first published, sent or given to shareholders in the manner specified in this Section  14 . For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Section 15. Fees and Expenses

We have also retained D. F. King & Co., Inc. to act as Information Agent and American Stock Transfer & Trust Company, LLC to act as Depositary in connection with the Offer. The Information Agent may contact shareholders by mail, telephone, electronic communication, and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses incurred in connection with the Offer, and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent and the Depositary as described above) for soliciting tenders of shares pursuant to the Offer. Shareholders holding shares through brokers, dealers, commercial banks, trust companies or other nominee shareholders are urged to consult the brokers, dealers or other nominee shareholders to determine whether transaction costs may apply if shareholders tender shares through the brokers, dealers or other nominee shareholders and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or an agent of the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares pursuant to the Offer, except as otherwise provided in Section  5 .

57

Certain officers and employees of the Company may render services in connection with the Offer but will not receive any additional compensation for such services.

In the event any eligible shareholder has lost their share certificate(s), we will pay the fee charged by the Depositary for lost certificates, provided that the shareholder executes the requisite affidavit and indemnity instruments.

The estimated costs and fees to be paid by the Company in connection with the Offer are as follows:

Section 16. Miscellaneous

We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of shares pursuant to the Offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction, provided that we will comply with the requirements of Rule 13e-4(f)(8) under the Exchange Act. In any jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on our behalf by one or more registered brokers licensed under the laws of such jurisdiction.

In accordance with Instruction J to Schedule TO and Instruction I to Schedule 13E-3, we have filed with the Securities and Exchange Commission a Schedule TO that contains additional information and documentation with respect to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section  9 with respect to information concerning us.

58

FORWARD-LOOKING STATEMENTS

This Offer to Purchase contains a number of forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan” or “continue” or the negation thereof or similar expressions. Forward-looking statements include, among others, statements dealing with the Offer, the date on which we will pay for tendered shares, the repurchase of additional shares in the future, the fees and expenses we will incur in connection with the Offer, and the listing and tradability of our stock after the Offer is completed.

These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks. Therefore, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

All statements that address future operating, financial or business performance; strategies, initiatives or expectations; future potential sales or other dispositions of assets; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions and the sufficiency of cash resources and reserves also are forward-looking statements. The forward-looking statements are based on our plans expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements.

Many important factors could affect our future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements contained or incorporated by reference herein. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond our control, include, but are not limited to, the following:

General Business Conditions

Operational Factors

59

Liabilities, Claims, Obligations, and Other Matters

Regulation and Governmental Activity

60

Dispositions, Acquisition, and Renovation Related Matters

The foregoing are significant factors we think could cause our actual results to differ materially from expected results. However, there could be additional factors besides those listed herein that also could affect SunLink in an adverse manner.

You should read this Offer to Purchase completely and with the understanding that actual future results may be materially different from what we expect. You are cautioned not to unduly rely on forward-looking statements when evaluating the information presented in this Offer to Purchase or our other disclosures because current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of SunLink.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing factors and the other risk factors set forth elsewhere in our other filings with the SEC. We caution readers that the important factors set forth above, as well as factors discussed in other documents filed by us with the SEC, among others, could cause our actual results to differ materially from statements contained in this Offer to Purchase.

These and other factors are discussed in our SEC filings, including our most recent annual report on Form 10-K, our most recent quarterly report on Form 10-Q, and our most recent Current Reports on Form 8-K, each of which is incorporated by reference herein. To the extent the Company determines that it must incorporate any documents filed in the future, it will amend its Offer to Purchase.

61

All subsequent written forward-looking statements concerning the Offer or other matters addressed in this Offer to Purchase and attributable to us or any person acting on our behalf are qualified by these cautionary statements. Except as required by applicable law, we do not undertake any obligation to release publicly any revisions, update or revise such forward-looking statements to reflect new information, events or circumstances after the date of this Offer to Purchase or to reflect the occurrence of unanticipated events.

62

RELIANCE ON OTHER INFORMATION

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the Offer. You should rely only on the information contained in this Offer to Purchase and in the Letter of Transmittal or to documents to which we have referred you. Our delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained in this Offer to Purchase is correct as of any time other than the date of this Offer to Purchase or that there have been no changes in the information included or incorporated by reference herein or in the affairs of SunLink or any of its subsidiaries or affiliates since the date hereof. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than the information and representations contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Depositary, or the Information Agent.

SunLink Health Systems, Inc.

November 21, 2017

63

The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each record shareholder or the shareholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary. Shareholders submitting certificates representing shares to be tendered must deliver such certificates together with the Letter of Transmittal and any other required documents by mail or overnight courier. Facsimile copies of share certificates or Letters of Transmittal will not be accepted.

Any questions or requests for assistance may be directed to the information agent or the dealer manager at their telephone numbers or addresses set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the information agent at the telephone number or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of shares, shareholders are directed to contact the Depositary.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street

New York, New York 10005

Banks and Brokers Call (212) 269-5550

All Others Call Toll-Free 1 (800) 820-2412

Email: infoagent@dfking.com

The Depositary for the Offer is:

American Stock Transfer & Trust Company, LLC

If delivering by mail, hand, express mail, courier

or other expedited service :

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15 ^th Avenue

Brooklyn, New York 11219

By Facsimile Transmission (for eligible institutions only):

Facsimile: (718) 234-5001

To confirm by telephone: (718) 921-8317

64

Exhibit (a)(1)(B)

Letter of Transmittal

To Tender Common Shares of

SUNLINK HEALTH SYSTEMS, INC.

for an Aggregate Purchase Price of Not More Than $2,500,000

Pursuant to the Offer to Purchase dated November 22, 2017, as may be supplemented or amended from time to time.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

If delivering by mail, hand, express mail, courier,

or other expedited service:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15 ^th Avenue

Brooklyn, New York 11219

Fax# (718) 234-5001

Pursuant to the offer of SunLink to purchase up to 1,562,500 Shares, the undersigned encloses herewith and surrenders the following certificate(s) representing Shares of SunLink:

DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

If delivery of Shares (as defined below) is to be made by book-entry transfer to an account maintained by American Stock Transfer & Trust Company, LLC, the paying agent for the Offer, at The Depository Trust Company (“ DTC ”) pursuant to the procedures set forth under Section 3 of the offer to purchase, dated November 22, 2017 (as may be supplemented or amended from time to time, the “ Offer to Purchase ”), you are not also required to submit a written Letter of Transmittal to the Depositary.

Notwithstanding anything contained in the Offer to Purchase, this Letter of Transmittal or any other ancillary documents relating to the Offer, brokers, dealers, banks, trust companies and other nominees and DTC participants are not required to, and should not, submit the written Letter of Transmittal to the Depositary or DTC in connection with any tender submitted through DTC’s Automated Tender Offer Program (“ ATOP ”) system, but need to submit any documentation required for processing through the ATOP system. Notwithstanding anything contained in the Offer to Purchase, this Letter of Transmittal or any other ancillary documents relating to the Offer, brokers, dealers, banks, trust companies and other nominees and DTC participants are not required to, and should not, submit the written Notice of Withdrawal in connection with the withdrawal of any tender submitted through DTC’s ATOP system, but need to submit any documentation required for processing through the ATOP system. All tenders and withdrawals through DTC’s ATOP system must be completed in accordance with the terms and conditions of the ATOP system.

Shareholders who cannot comply with the procedure for book-entry transfer by the Expiration Time or who cannot deliver the required documents to the Depositary by the Expiration Time must tender their Shares according to the guaranteed delivery procedures set forth under Section 3 of the Offer to Purchase. See Instruction 2 below.

Prior to tendering Shares, we recommend that you contact your financial advisor. If your Shares are held in “street” name, you must contact your broker, dealer, commercial bank, trust company or other nominee to tender your Shares.

You will need to work with your broker and your financial advisor to determine the status of your account and the best way to tender your Shares, should you desire to do so.

If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact them if you desire to tender your Shares and request that they tender your Shares for you. If a custodian or other nominee holds your Shares, it may have an earlier deadline for accepting the Offer (as defined below). We urge you to contact the custodian or other nominee that holds your Shares to find out its deadline.

Note: Signatures must be provided in the box below labeled

“Important: Sign Here to Tender Your Shares”

If you want to Tender Your Shares,

Please Read the Accompanying Instructions Carefully

Ladies and Gentlemen:

The undersigned (“ Shareholder ” or the “ undersigned ”) hereby tenders to SunLink Health Systems, Inc., an Ohio corporation (the “ Company ”), the number of the undersigned’s common shares of the Company, no par value per share (the “ Shares ”), indicated in this letter of transmittal (this “ Letter of Transmittal ”) at a price of $1.60 per Share (the “ Purchase Price ”), net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 22, 2017 (as may be supplemented or amended from time to time, the “ Offer to Purchase ”), receipt of which hereby is acknowledged, and in this Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “ Offer ”). The Offer will expire at Midnight, New York City Time, on December  21, 2017 , or such other time as the Offer may be extended (the “ Expiration Time ”).

Subject to and effective upon acceptance for payment of, and payment for, the Shares tendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, the undersigned hereby (i) irrevocably sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the Shares that are being tendered hereby, subject to the “odd lot” priority and proration provisions of the Offer, (ii) waives any and all rights with respect to such Shares, (iii) releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Shares, and (iv) irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “ Paying Agent ”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such tendered Shares, to (a) transfer ownership of Shares on the account books maintained by The Depository Trust Company (“ DTC ”) or registered on the stock ledger maintained by the Company’s transfer agent, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such Shares for cancellation and transfer on the Company’s stock ledger, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares and, when the same are accepted for payment, the Company will acquire good title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements or other similar obligations relating to the sale or transfer of the tendered Shares, and the same will not be subject to any adverse claim or right, and (b) the transfer and assignment contemplated in this Letter of Transmittal are in compliance with all applicable laws and regulations. The undersigned will, on request by the Depositary or the Company, execute any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that:

1. The valid tender of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal constitutes the undersigned’s acceptance of the terms and

3

conditions of the Offer; the Company’s acceptance of the tendered Shares will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.

2. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tender to the Company within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Shares (“ Equivalent Securities ”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 of the Exchange Act also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the tendering shareholder’s representation and warranty to the Company that (i) such shareholder has a “net long position” in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4 of the Exchange Act, and (ii) such tender of Shares complies with Rule 14e-4 of the Exchange Act.

3. The Company will, upon the terms and subject to the conditions of the Offer, (a) pay the Purchase Price of $1.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, and (b) pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the number of Shares so tendered.

4. All the Shares properly tendered prior to the Expiration Time at the Purchase Price, and not properly withdrawn, will be purchased in the Offer (including the “odd lot” priority and proration if Shares having an aggregate purchase price of more than $2,500,000 are properly tendered) according to the provisions described in the Offer to Purchase. The Company will not accept Shares subject to conditional tenders, such as acceptance of all or none of the Shares tendered by any tendering shareholder. No fractional Shares will be purchased in the Offer.

5. If any tendered Shares are not purchased for any reason, the Letter of Transmittal with respect to such Shares not purchased will be of no force or effect and Shares tendered by book-entry transfer pursuant to Section 3 of the Offer to Purchase will be credited to the account maintained with DTC by the participant who delivered the Shares at the Company’s expense.

6. Under the circumstances set forth in the Offer to Purchase, the Company expressly reserves the right, in its sole discretion, to terminate the Offer at any time and from time to time, upon the occurrence of any of the events set forth in Section 6 of the Offer to Purchase and to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Paying Agent and the Depositary and making a public announcement thereof. During any such extension, all the Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering shareholder to withdraw such shareholder’s Shares.

7. The Company has advised the undersigned to consult with the undersigned’s own advisors as to the consequences of tendering Shares pursuant to the Offer.

8. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION.

9. IF THE UNDERSIGNED’S TENDERED SHARES ARE ACCEPTED AND THE UNDERSIGNED IS A UNITED STATES HOLDER (AS DEFINED IN SECTION 13 OF THE OFFER TO PURCHASE), THE RECEIPT OF CASH FOR THE UNDERSIGNED’S TENDERED SHARES WILL BE A TAXABLE

4

TRANSACTION FOR U.S. FEDERAL INCOME TAX PURPOSES AND GENERALLY WILL BE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES EITHER AS (A) A SALE OR EXCHANGE ELIGIBLE FOR CAPITAL GAIN OR LOSS TREATMENT, OR (B) A DISTRIBUTION TAXABLE AS ORDINARY INCOME TO THE EXTENT IT IS OUT OF THE COMPANY’S CURRENT OR ACCUMULATED EARNINGS AND PROFITS (AND NOT DESIGNATED BY THE COMPANY AS A CAPITAL GAIN DIVIDEND OR QUALIFIED DIVIDEND INCOME). IF THE UNDERSIGNED IS A NON-UNITED STATES HOLDER (AS DEFINED IN SECTION 13 OF THE OFFER TO PURCHASE), THE PAYMENT OF CASH FOR THE UNDERSIGNED’S TENDERED SHARES MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX WITHHOLDING. SEE SECTION 13 OF THE OFFER TO PURCHASE. THE COMPANY URGES THE UNDERSIGNED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER TO PURCHASE.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, THE UNDERSIGNED IS HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”); (B) THE DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Unless otherwise indicated in the section captioned “Special Payment Instructions,” please issue the check for payment of the Purchase Price in the name(s) of the registered holder(s) appearing under “Name(s) and Address(es) of Registered Holder(s).” Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1 ) have been included with respect to Shares for which Special Payment Instructions have been given. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” to transfer any Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the Shares.

The undersigned agrees to all of the terms and conditions of the Offer.

5

SUNLINK HEALTH SYSTEMS, INC.

SIGNATURE PAGES TO LETTER OF TRANSMITTAL

To Tender Common Shares

6

7

8

INSTRUCTIONS

to

LETTER OF TRANSMITTAL

SUNLINK HEALTH SYSTEMS, INC.

Forming Part of Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required if (a) the Letter of Transmittal is signed by the registered holder(s) of the Shares and the registered holder(s) has not completed either the box captioned “Special Payment Instructions”; or (b) such Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approval Signature Guarantee Medallion Program (each, an “ Eligible Institution ”). If you have any questions regarding the need for a signature guarantee, please call D.F. King & Co., Inc., the Information Agent for the Offer, 48 Wall Street, 22 ^nd Floor, New York, New York 10005, Telephone: Stockholders may call (800) 820-2412 (toll-free); Banks and Brokers may call collect: (212) 269-5550, Email: infoagent@dfking.com.

2. Requirements of Tender. If your Shares are registered in your name ( i.e., if you are an individual who is the record and beneficial owner of the Shares), you may tender your Shares under this Offer by delivering (by regular mail or overnight courier) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other required documents to the Depositary, which must be received by the Depositary at its address set forth on the back cover of the Offer to Purchase before the Expiration Time. If you are a broker, dealer, commercial bank, trust company or other nominee tendering Shares on behalf of your client or an institution participating in DTC, tender your Shares pursuant to the procedures for book-entry transfer described in Section 3 of the Offer to Purchase. In order for Shares to be validly tender Shares, you must (a) deliver (by regular mail or overnight courier) a properly completed and duly executed Letter of Transmittal to the Depositary, together with any required signature guarantees, and any other required documents on or prior to the Expiration Time or (b) tender the applicable Shares electronically through DTC’s Automated Tender Offer Program (“ ATOP ”) into the Paying Agent’s account at DTC by book-entry transfer, subject to the terms and procedures of that system, on or prior to Expiration Time.

Shareholders who cannot complete the procedures for book-entry transfer prior to the Expiration Time, or whose other required documents cannot be delivered to the Depositary by the Expiration Time, may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, Shares may be tendered if the following conditions are met: (a) the tender is made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided with this Offer to Purchase is received (by regular mail or overnight courier) by the Depositary prior to the Expiration Time; and (c) within two business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery, the Depositary receives a properly completed and duly executed Letter of Transmittal, and any required signature guarantees and other documents required by the Letter of Transmittal or, if you are tendering Shares through DTC’s ATOP procedures, the Paying Agent receives confirmation of book-entry transfer of the Shares into the Paying Agent’s account at DTC.

A Notice of Guaranteed Delivery must be delivered to the Depositary by regular mail or overnight courier before the Expiration Time and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE COST, ELECTION AND RISK OF THE TENDERING SHAREHOLDER. THE LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY

9

RECEIVED BY THE DEPOSITARY OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION TO THE PAYING AGENT. IF YOU ELECT TO DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted. No fractional Shares will be purchased in the Offer. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of this Letter of Transmittal), waive any right to receive any notice of the acceptance for payment of their Shares.

3. Withdrawal of Tender. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. If the Company extends the Offer beyond that time, tendered Shares may be withdrawn at any time until the extended Expiration Time. After the Expiration Time, such tenders are irrevocable, except that they may be withdrawn any time after Midnight, New York City Time, on January  23, 2018 , if they have not been accepted for payment as described in the Offer to Purchase.

If your Shares are registered in your name ( i.e., if you are an individual who is the record and beneficial owner of the Shares), for a withdrawal to be effective, the Depositary must receive (by regular mail or overnight courier), prior to the Expiration Time, a properly completed and duly executed Notice of Withdrawal of Tender for Individual Investors at the Depositary’s address set forth on the back cover page of this Offer to Purchase.

If you are a broker, dealer, commercial bank, trust company or other nominee tendering Shares on behalf of your client or an institution participating in DTC who has tendered Shares under the procedure for book-entry transfer set forth in Section 3, for a withdrawal to be effective, (a) if you tendered Shares through DTC’s ATOP procedures, you must comply with DTC’s procedures for withdrawal of tenders or (b) if you tendered Shares by delivering a written Letter of Transmittal, the Depositary must receive (by regular mail or overnight courier), prior to the Expiration Time, a properly completed and duly executed Notice of Withdrawal of Tender for Brokers, Dealers, Banks, Trust Companies and other Nominees and DTC Participants at the Depositary’s address set forth on the back cover page of this Offer to Purchase.

If you tendered your Shares using more than one Letter of Transmittal, you may withdraw Shares using either separate Notices of Withdrawal or a combined Notice of Withdrawal. Withdrawals may not be rescinded and any Shares withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn Shares are properly re-tendered prior to the Expiration Time by following the procedures described above.

4. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, additional information may be provided on a separate signed schedule.

5. Partial Tenders. A stockholder may tender any or all of his, her or its Shares in whole or in part; however, no fractional Shares will be purchased in the Offer.

6. Number and Price of Shares Tendered. If you want to tender Shares under the Offer by delivering a Letter of Transmittal, you must complete the section of the Letter of Transmittal entitled “Number and Price of Shares Tendered,” indicating the number of whole Shares you own that you wish to tender at each applicable price.

Shareholders may tender all or a portion of their Shares at the Purchase Price of $1.60 per Share.

Only Shares properly tendered at the Purchase Price, and not properly withdrawn, will be purchased. Each shareholder whose Shares are purchased in the Offer will receive the Purchase Price (net to the seller in cash, less any applicable withholding taxes and without interest). Shareholders may not tender the same Shares more than once and may not tender the same Shares at more than one price.

10

7.  Signatures on Letter of Transmittal. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as shown on the stock ledger of the Company maintained by the transfer agent without any change or alteration whatsoever.

If any of the Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If the Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Depositary of their authority so to act must be submitted.

If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact them if you desire to tender your Shares and request that they tender your Shares for you.

8.  Stock Transfer Taxes. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted with the Letter of Transmittal.

9.  Special Payment Instructions. If payment is to be made to a person other than the person executing the Letter of Transmittal, the box captioned “Special Payment Instructions” of the Letter of Transmittal must be completed and signatures must be guaranteed by an Eligible Institution. See Instruction 1 and Instruction  7 .

10.  Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all the Shares tendered before the Expiration Time and not properly withdrawn, the Shares purchased first will consist of all the Shares properly tendered and not properly withdrawn by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 Shares, and who tenders all of the holder’s Shares at the Purchase Price. This preference will not be available unless the section of the Letter of Transmittal captioned “Odd Lots” is completed.

11.  Waiver of Conditions; Irregularities. The Company expressly reserves the absolute right, in its sole discretion, to waive any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered.

12.  Requests for Assistance and Additional Copies. Questions or requests for assistance may be directed to, and copies of the Offer to Purchase and Letter of Transmittal may be obtained from, D.F. King & Co., Inc., the Information Agent for the Offer, 48 Wall Street, 22 ^nd Floor, New York, New York 10005, Telephone: Stockholders may call (800) 820-2412 (toll-free); Banks and Brokers may call collect: (212) 269-5550, Email: infoagent@dfking.com.

13.  U.S. Federal Backup Withholding Tax. Under the U.S. federal income tax laws, payments of cash pursuant to this Offer to Purchase to a United States Holder (as defined in Section 13 of the Offer to Purchase) may be subject to “backup withholding tax” at the applicable statutory rate (currently 28%), unless such United States Holder provides the Paying Agent with such United States Holder’s correct taxpayer identification number (“ TIN ”) on the internal revenue service (“ IRS ”) Form W-9 included with this Letter of Transmittal, certifies under penalties of perjury that such TIN is correct and provides certain other certifications before payment is made, or such United States Holder otherwise establishes to the satisfaction of the Paying Agent that such United

11

States Holder is not subject to backup withholding. If a United States Holder does not provide such United States Holder’s correct TIN or fails to provide the required certifications, the IRS may impose a penalty on such United States Holder. Non-United States Holders (as defined in Section 13 of the Offer to Purchase) should provide the Paying Agent with the appropriate properly completed and executed IRS Form W-8 (instead of an IRS Form W-9) in order to avoid backup withholding, as discussed below under “U.S. Federal Income Tax Withholding on Payments to Non-United States Holders.”

A tendering shareholder is required to give the Paying Agent the TIN of the record owner of the shares being tendered. If the shares are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for additional guidance on which number to report.

If a shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such shareholder should write “Applied For” in the space provided for the TIN in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Writing “Applied For” means that a shareholder has already applied for a TIN or that such shareholder intends to apply for one soon. Notwithstanding that the shareholder has written “Applied For” in Part I, the Paying Agent will withhold the applicable statutory rate (currently 28%) on all payments made prior to the time a properly certified TIN is provided to the Depositary.

The IRS Form W-9 included with this Letter of Transmittal, or the applicable IRS Form W-8, along with the other documentation is required to be provided pursuant to the Letter of Transmittal. You can obtain the applicable IRS Form W-8 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). Any IRS Form W-9 or IRS Form W-8 provided to us will be provided by us to the Paying Agent, as necessary, in order to minimize or eliminate withholding on payments made pursuant to this Offer to Purchase.

Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability, and may claim a refund if they timely provide certain required information to the IRS.

Shareholders are strongly encouraged to consult their own tax advisors regarding the application of backup withholding in their particular circumstances, the availability of, and procedure for obtaining, an exemption from backup withholding under current Treasury Regulations, and whether their circumstances dictate that they to provide us with an IRS Form W-9 or applicable IRS Form W-8.

14.  U.S. Federal Income Tax Withholding on Payments to Non-United States Holders. Non-United States Holders (as defined in Section 13 of the Offer to Purchase) may be subject to withholding of U.S. federal income tax at a 30% rate on payments received pursuant to this Offer to Purchase. As described in Section 13 of the Offer to Purchase, sale of shares pursuant to the Offer may qualify for sale or exchange treatment or may constitute a taxable dividend, depending on a particular shareholder’s facts and circumstances. The Paying Agent generally will treat payments made to Non-United States Holders pursuant to this Offer to Purchase as taxable dividends. Accordingly, in compliance with U.S. federal income tax laws, the Paying Agent will withhold 30% of gross proceeds payable to a Non-United States Holder unless the Non-United States Holder has provided the Paying Agent before payment is made with (a) a properly completed and executed IRS Form W-8BEN (or other applicable Form W-8) certifying that it is entitled to a reduced rate of withholding under an applicable tax treaty, (b) a properly completed and executed IRS Form W-8ECI certifying that it is exempt from withholding because the payment is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States or (c) any other applicable IRS Form W-8 properly completed and executed. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets the “complete termination” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-United States Holder is not subject to tax or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts

12

subject to the 30% or treaty-reduced rate of withholding. A Non-United States Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI generally will be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of shares pursuant to this Offer in the manner and to the extent described in Section 13 of the Offer to Purchase as if it were a United States Holder. Additionally, in the case of a foreign corporation, such income may be subject to the branch profits tax at a rate of 30% (or a lower rate specified in an applicable tax treaty). The Paying Agent will determine a stockholder’s status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted.

Non-United States Holders should provide the applicable properly completed and executed IRS Form W-8 along with the other documentation required to be provided pursuant to the Letter of Transmittal. The applicable IRS Form W-8 can be obtained from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). Any IRS Form W-8 provided to us will be provided by us to the Paying Agent, as necessary, in order to minimize or eliminate withholding on payments made pursuant to this Offer to Purchase.

NON-UNITED STATES HOLDERS MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX WITHHOLDING AT A 30% RATE ON THE SALE OF SHARES PURSUANT TO THIS OFFER, EVEN IF NO SUCH WITHHOLDING TAX WOULD APPLY IF THOSE SAME SHARES WERE SOLD ON THE OPEN MARKET.

Non-United States Holders are strongly encouraged to consult their own tax advisors regarding the application of U.S. federal income tax withholding rules, eligibility for a reduction of or an exemption from withholding tax, the refund procedures, and based on their circumstances which applicable IRS Form W-8 they should provide to us.

15.  Validity of the Letter of Transmittal. The Company will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, through the Company’s determination may be challenged by the applicable shareholder(s), and only determinations by a court of competent jurisdiction shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Shares that it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any tender of Shares. None of the Company, the Paying Agent, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

13

Questions and requests for assistance may be directed to the Information Agent or the Depositary at their addresses and telephone numbers listed below. If you require additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notices of Withdrawal or other Offer documents, you should contact the Information Agent, who will promptly furnish to shareholders additional copies of these materials at our expense. You may also contact your own broker, dealer, commercial bank, trust company or other nominee for assistance concerning this Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22 ^nd Floor

New York, New York 10005

Telephone: Stockholders may call (800) 820-2412 (toll-free)

Banks and Brokers may call collect: (212) 269-5550

Email: infoagent@dfking.com

14

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

To Tender Common Shares of

SunLink Health Systems, Inc.

for an Aggregate Purchase Price of Not More Than $2,500,000

Pursuant to the Offer to Purchase dated November 22, 2017, as may be supplemented or amended from time to time

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if you want to tender your Shares but:

in which case, you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of the Offer to Purchase (as defined below).

This Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “ Depositary ”) by regular mail or overnight courier prior to the Expiration Time (as defined in the Offer to Purchase). See Section 3 of the Offer to Purchase dated November 22, 2017 (as may be supplemented or amended from time to time, the “ Offer to Purchase ”).

For this notice to be validly delivered, it must be received by the Depositary at the address listed above before the Expiration Time. Delivery of this notice to an address other than as set forth above will not constitute a valid delivery. Deliveries to SunLink Health Systems, Inc. or D.F. King & Co., Inc., the information agent, will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depository Trust Company will not constitute valid delivery to the Depositary.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to SunLink Health Systems, Inc., an Ohio corporation (the “ Company ”), the number of the undersigned’s shares of common stock of the Company, no par value per share (the “ Shares ”), at the price indicated below, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 22, 2017 (as may be supplemented or amended from time to time, the “ Offer to Purchase ”), receipt of which hereby is acknowledged, and in the Letter of Transmittal (as each may be supplemented or amended from time to time, collectively, the “ Offer ”), pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

2

4

5

Exhibit (a)(1)(D)

SUNLINK HEALTH SYSTEMS, INC.

Offer to Purchase for Cash

Common Shares for an Aggregate Purchase Price

of Not More Than $2,500,000

at a Per Share Purchase Price of $1.60 Per Share

November 22, 2017

To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees and DTC Participants:

SunLink Health Systems, Inc., an Ohio corporation (the “ Company ”), has offered to purchase up to 1,562,500 of its common shares, no par value per share (the “ Shares ”), at a purchase price of $1.60 per Share (the “ Purchase Price ”), net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the enclosed offer to purchase (the “ Offer to Purchase ”) and in the related letter of transmittal (the “ Letter of Transmittal ”), as each may be supplemented or amended from time to time (which together constitute, the “ Offer ”). If the total amount of Shares is purchased, the amount of consideration offered to shareholders will be up to approximately $2,500,000. The Company has appointed us to act as the depositary (the “ Depositary ”) in connection with the Offer. The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Letter of Transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE, THE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER  21, 2017, OR SUCH OTHER TIME TO WHICH THE OFFER MAY BE EXTENDED (THE “ EXPIRATION TIME ”).

All Shares purchased under the Offer will receive the same Purchase Price. However, because of the proration and “odd lot” provisions, all Shares tendered at the Purchase Price may not be purchased if more than 1,562,500 Shares are tendered. We will not accept Shares subject to conditional tenders, such as acceptance of all or none of the Shares tendered by any tendering shareholder. Shareholders may tender all or only a portion of their Shares. Fractional Shares will not be purchased in the Offer.

Upon the terms and subject to the conditions of the Offer, if more than 1,562,500 Shares, subject to applicable law, have been validly tendered, and not properly withdrawn before the Expiration Time, at the Purchase Price, the Company will accept Shares to be purchased in the following order of priority: (a) Shares properly tendered and not properly withdrawn by any “odd lot holder” (a shareholder of less than 100 Shares) who tenders all of his Shares; and (b) after the purchase of all Shares properly tendered by odd lot holders, all other Shares properly tendered at the Purchase Price, on a pro rata basis, with appropriate adjustment to avoid the purchase of fractional Shares. Therefore, it is possible that the Company will not purchase all Shares tendered by a shareholder. If any tendered Shares are not purchased for any reason, the Letter of Transmittal with respect to such Shares not purchased will be of no force or effect and Shares tendered by book-entry will be credited to the account maintained with DTC by the participant who delivered the Shares at our expense. Under no circumstances will interest be paid on the purchase price of the Shares regardless of any extension of, or amendment to, the Offer or any delay in paying for such Shares. See Section 1, Section 3, Section 5, and Section 14 of the Offer to Purchase.

Please furnish copies of the following enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee:

1. Offer to Purchase;

2. Form of letter that may be sent to your clients for whose account you hold Shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining such client’s instructions with regard to the Offer; and

If you are a broker, dealer, commercial bank, trust company or other nominee tendering Shares on behalf of your client or an institution participating in The Depository Trust Company (“ DTC ”), you may tender Shares pursuant to the Offer by tendering the applicable Shares electronically through DTC’s Automated Tender Offer Program (“ ATOP ”) into the account of American Stock Transfer & Trust Company, LLC, the paying agent for the Offer (the “ Paying Agent ”), at DTC by book-entry transfer, subject to the terms and procedures of that system, on or prior to Expiration Time.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than the Paying Agent and D.F. King & Co., Inc., the information agent (the “ Information Agent ”), as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. However, the Company will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal.

The Company reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 6 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law. The Offer is not conditioned on any minimum number of Shares being tendered, but is, however, subject to certain other conditions. See Section 6 of the Offer to Purchase.

The other terms and conditions of the Offer are explained in detail in the enclosed Offer to Purchase and the Letter of Transmittal. The instructions on how to tender Shares are also explained in detail in the accompanying materials.

Questions and requests for additional copies of the enclosed materials or any other Offer documents may be directed to the Information Agent—Stockholders may call (800) 820-2412 (toll-free); Banks and Brokers may call collect: (212) 269-5550, Email: infoagent@dfking.com.

Very truly yours,

D.F. King & Co., Inc.

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, the Paying Agent, the Information Agent or any of their respective affiliates or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.

2

Exhibit (a)(1)(E)

SUNLINK HEALTH SYSTEMS, INC.

Offer to Purchase for Cash

Common Shares for an Aggregate Purchase Price

of Not More Than $2,500,000

at a Per Share Purchase Price of $1.60 Per Share

November 22, 2017

To Our Clients:

SunLink Health Systems, Inc., an Ohio corporation (the “ Company ”), has offered to purchase up to 1,562,500 of its common shares, no par value per share (the “ Shares ”), at a purchase price of $1.60 per Share (the “ Purchase Price ”), net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the enclosed offer to purchase (the “ Offer to Purchase ”) and in the related letter of transmittal (the “ Letter of Transmittal ”), as each may be supplemented or amended from time to time (which together constitute, the “ Offer ”). If the total amount of Shares is purchased, the amount of consideration offered to stockholders will be up to approximately $2,500,000. The Company has appointed us to act as the depositary (the “ Depositary ”) in connection with the Offer. The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Letter of Transmittal.

THE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 21, 2017; OR SUCH OTHER TIME TO WHICH THE OFFER MAY BE EXTENDED (THE “ EXPIRATION TIME ”).

All Shares purchased under the Offer will be purchased at the same price Purchase Price. Shareholders may tender all or only a portion of their Shares. However, because of the proration and “odd lot” provisions described in the Offer to Purchase, all Shares tendered at the Purchase Price may not be purchased if more than 1,562,500 Shares are tendered. We will not accept Shares subject to conditional tenders, such as acceptance of all or none of the Shares tendered by any tendering shareholder. Fractional Shares will not be purchased in the Offer.

We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions.

Accordingly, please use the attached “Instruction Form” to instruct us as to whether you wish us to tender any or all Shares we hold for your account on the terms and subject to the conditions of the Offer. If you wish to have us tender any or all of your Shares, please complete, execute, detach and return to us the attached Instruction Form. If you authorize us to tender your Shares, we will tender all your Shares unless you specify otherwise on the attached Instruction Form.

Please note the following regarding the Offer:

Holders of Shares who cannot comply with the procedure for book-entry transfer by the Expiration Time, or whose other required documents cannot be delivered to the Depositary by the Expiration Time, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Your prompt action is requested. Your Instruction Form should be forwarded to us with ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at Midnight, New York City Time, on December  21, 2017 , unless the Offer is extended or withdrawn.

The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, shareholders residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Company reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 6 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law. The Offer is not conditioned on any minimum number of Shares being tendered, but is, however, subject to certain other conditions. See Section 6 of the Offer to Purchase.

The other terms and conditions of the Offer are explained in detail in the enclosed Offer to Purchase and the Letter of Transmittal. We encourage you to read these materials carefully before making any decision with respect to the Offer.

The Company’s Board of Directors has approved the Offer. However, none of the Company, our Board of Directors, in its capacity as the Company’s advisor, the depositary, the paying agent, the information agent or any of their respective affiliates is making any recommendation to you as to whether you should tender or refrain from tendering your Shares. You should make your decision based on your views as to the value of the Shares and the Company’s prospects, as well as your liquidity needs, investment objectives and other individual considerations. You should discuss whether to tender your Shares with your broker or other financial or tax advisor.

Questions and requests for additional copies of the enclosed materials or any other Offer documents may be directed to D.F. King & Co., Inc., the Information Agent—Stockholders may call (800) 820-2412 (toll-free); Banks and Brokers may call collect: (212) 269-5550, Email: infoagent@dfking.com.

Very truly yours

2

INSTRUCTION FORM

With Respect to

Offer to Purchase for Cash

By

SUNLINK HEALTH SYSTEMS, INC.

of up to 1,562,500 of its Common Shares

at a Purchase Price of $1.60 per Share

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 22, 2017 (the “ Offer to Purchase ”), and the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), in connection with the offer by SunLink Health Systems, Inc., an Ohio corporation (the “ Company ”), to acquire up to 1,562,500 of the Company’s common shares, no par value per share (the “ Shares ”), at a purchase price of $1.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you, the owner of record for Shares held for the account of the undersigned, to tender to the Company the number of Shares indicated below, upon the terms and subject to the conditions of the Offer.

Aggregate number of Shares held by you for the account of the undersigned:

             Shares*

3