Dr. Essam Hamza reports

ROCKET DOCTOR AI INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Rocket Doctor AI Inc. has arranged a proposed non-brokered private placement of unsecured convertible debentures in the amount of $1,000 each in the aggregate principal amount of up to $2-million.

The debentures will bear interest from the date of issuance at a rate of 12.0 per cent per annum, calculated and payable on maturity, which is 12 months following the issuance of the debentures. The principal amount of the debentures, together with any accrued and unpaid interest, may be converted, in whole or in part at the election of the holder, into units of the company at a conversion price of 70 Canadian cents (50 U.S. cents) per unit on the earlier of: (i) the business day immediately preceding the maturity date; and (ii) the business day immediately preceding the date fixed for redemption of the debentures by the company, if any, subject to the terms therein. Each unit will consist of one common share in the capital of the company and one transferable share purchase warrant, with each warrant being exercisable into one share at an exercise price of 75 Canadian cents (54 U.S. cents) per warrant share for a period of 12 months from the date of issuance pursuant to the terms therein. The warrant expiry date may be accelerated in the event the shares trade on the Canadian Securities Exchange at 75 cents or more per common share for any 10 consecutive trading days, and, upon delivery of a notice to the holder, the warrant expiry date will be accelerated to 5 p.m. on the date that is 10 calendar days from the date of delivery of an acceleration notice to the holder.

The company intends on using the net proceeds of the offering for working capital and general and administrative expenses primarily focused on its U.S. growth plans.

Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including that of the CSE. The securities issued in connection with the offering will be subject to applicable statutory hold periods imposed under applicable securities legislation. The offering is not subject to a minimum aggregate amount of subscriptions and may close in one or more tranches.

The company anticipates paying finders' fees to eligible parties that have assisted in introducing subscribers to the offering. Any finders' fees payable will be in accordance with the policies of the CSE.

About Rocket Doctor AI Inc.

Rocket Doctor AI delivers physician-built, AI-powered (artificial intelligence) 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 around the world.

Alongside the GLM is Rocket Doctor Inc. and its AI-powered digital health platform and marketplace. Having helped empower over 350 MDs to provide care to more than 750,000 patient visits, Rocket Doctor AI'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, Rocket Doctor AI's technology creates more time for meaningful physician-patient interactions. Rocket Doctor AI is committed to reaching underserved, rural and remote communities in Canada that 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.

We seek Safe Harbor.