Dr. Essam Hamza reports

ROCKET DOCTOR AI INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE ALEA HEALTH HOLDINGS LTD.

Further to Rocker Doctor AI Inc.'s news release of Jan. 28, 2025, the company has entered into a definitive share purchase agreement dated Nov. 19, 2025, amongst the company, Alea Health Holdings Ltd. and the ordinary shareholders of Alea to acquire 100 per cent of the issued and outstanding securities of Alea.

The acquisition of Alea significantly advances Rocket Doctor AI's mission to become a leader in AI-driven health tech, particularly in the rapidly growing mental health sector. Alea's proprietary on-line therapy platform utilizes advanced conversational AI and voice technology for optimized patient intake, follow-up and continuous support through a 24/seven AI-powered mental health coach. This technology not only reduces administrative burdens but will also enhance patient engagement and therapeutic matching by leveraging sentiment analysis and natural language processing of voice data. Integrating this innovative platform with Rocket Doctor AI's Global Library of Medicine (GLM) will create a unified, comprehensive health care solution, substantially expanding the GLM's mental health capabilities and strengthening Rocket Doctor AI's advocacy for conversational AI in health care delivery over the next decade.

Another key strategic benefit is the opportunity to extend geographic reach into the Middle East, specifically the United Arab Emirates, which serves as a critical foothold in the Gulf Cooperation Council (GCC) region. With the GCC planning to invest up to $170-billion by 2030 in AI-driven health care revolution, Alea's presence and pipeline of opportunities offer Rocket Doctor AI its first major investment in this high-growth market. This entry creates an opening for Rocket Doctor AI to develop strong local relationships and tap into a market intensely focused on modernizing health care delivery. Furthermore, the acquisition strengthens Rocket Doctor's focus on integrating mental health services with primary care, which is vital for holistic patient support. This complements the mental health services delivered through Rocket Doctor's digital health platform and marketplace.

Finally, the acquisition provides a further boost to Rocket Doctor AI's bench strength and expertise in core health tech domains. The entrepreneurial team from Alea, led by chief executive officer Richard Dallala and CDO/chief operating officer Marco Bertetti, brings over 30 years of combined, international experience across AI, machine learning, SaaS (software-as-a-service), cloud services and data science. This deep expertise in mental health services, telemedicine and patient intake software will immediately augment Rocket Doctor AI's capabilities. Their knowledge and track record will add to the company's goal of successfully scaling AI-driven solutions, ensuring that Rocket Doctor AI can deliver the innovative, comprehensive health care solutions demanded by global health care systems.

Dr. Essam Hamza, chief executive officer of Treatment.com AI, comments: "The acquisition of Alea Health will help the company accelerate its strategy to integrate conversational AI and mental health solutions into our health care ecosystem. By combining Alea's advanced platform with our Global Library of Medicine, we are focused on delivering a truly unified and innovative solution that meets the escalating global demand for personalized, AI-driven care, while also establishing a crucial footprint in the high-growth Middle East market."

Richard Dalalla, chief executive officer of Alea Health, comments: "Joining Rocket Doctor AI is validation of our mission to leverage AI and multimodal analysis to transform mental health care. Integrating our platform, including our crucial presence in the UAE, with Rocket Doctor AI's GLM creates an opportunity to deliver innovative, evidence-based mental health support integrated directly into primary care. We are excited to combine our team's deep expertise with Rocket Doctor AI's resources to truly globalize access to next-generation AI-powered therapy."

Transaction overview

Pursuant to the terms of the definitive agreement, the company will acquire 100 per cent of the issued and outstanding ordinary shares in the capital of Alea by making the following payments: (i) a cash payment of $15,000 (U.S.), which has been paid as of the date hereof; (ii) the issuance of 285,712 common shares in the capital of the company on the closing date pro rata to the Alea shareholders, with a deemed value of 70 cents per consideration share, subject to the minimum pricing requirements of the Canadian Securities Exchange (the CSE). The company has also agreed to assume and satisfy Alea's obligations under a simple agreement for future equity by paying the $180,000 (U.S.) principal balance of the SAFE note in equal monthly instalments of $22,500 (U.S.) per month until paid in full.

The definitive agreement sets out certain terms and conditions pursuant to which the proposed transaction will be completed. The proposed transaction remains subject to certain closing conditions, including, without limitation: (a) the entering into of employment or consulting agreements with certain key Alea employees; and (b) the receipt of all required regulatory and third party approvals, including the CSE, and if applicable, the approval of the Alea shareholders. There can be no guarantees that the proposed transaction will be completed as contemplated or at all.

All securities issued pursuant to the proposed transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 -- Prospectus Exemptions and are subject to an applicable statutory hold period of four months and one day from the date of issuance. The consideration shares shall also be subject to a 28-month contractual escrow release schedule whereby 20 per cent of the consideration shares are released from escrow each four months, beginning on the first anniversary of the closing date of the proposed transaction.

Alea and its shareholders are arm's-length parties to the company. No finders' fees shall be payable in connection with the proposed transaction. The company shall not be assuming any long-term liabilities of Alea, except for the SAFE note.

About Rocket Doctor AI Inc.

Rocket Doctor AI delivers physician-built, AI-powered solutions designed to make high-quality health care accessible throughout the entire patient journey. A cornerstone of the company's proprietary technology is the Global Library of Medicine (GLM), a clinically validated decision support system developed with input from hundreds of physicians worldwide.

Alongside the GLM is Rocket Doctor Inc., and its AI-powered digital health platform and marketplace. Having helped empower over 300 MDs to provide care to more than 700,000 patient visits, the company's proprietary technology software and systems enable doctors to independently launch and manage their own virtual or hybrid in-person practices -- improving efficiency, restoring autonomy to MDs and expanding patient access to care.

By reducing administrative burdens and ensuring greater consistency in care, the company's technology creates more time for meaningful physician-patient interactions. The company is committed to reaching underserved, rural and remote communities in Canada who often lack access to family doctors and supporting patients on Medicaid and Medicare in the United States. With advanced AI, large language models and connected medical devices, Rocket Doctor AI is redefining modern health care -- making it more scalable, equitable and patient centred.

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