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Vancouver, British Columbia – May 11, 2026 - TheNewswire – Health Logic Interactive Inc. (“ Health Logic ” or the “ Company ”) (NEX: CHIP.H) is pleased to announce that it has entered into a letter agreement dated May 11, 2026 (the “ LOI ”) with The Better Butchers Inc. (“ Better Butchers ”), pursuant to which Health Logic intends to acquire all of issued and outstanding common shares of Better Butchers (the " BB Shares ") in exchange for newly issued common shares in the capital of Health Logic (“ HL Shares ”) in accordance with a share exchange expected to be carried out by way of a three-cornered amalgamation as an arm's length transaction (the “ Transaction ”).
Harrison Ross, CEO of Health Logic stated, "The proposed Transaction represents a compelling opportunity for Health Logic's shareholders to participate in the early growth trajectory of Better Butchers, a company well positioned with product-market fit in the rapidly expanding alternative protein category."
Mitchell Scott, CEO of Better Butchers stated, "We're excited to bring Health Logic's shareholders and the Canadian capital markets along for what comes next in our business development. The Better Butchers was built on a simple belief: that plant-based protein should taste incredible, be genuinely clean, and not make compromises. With a growing combined market opportunity exceeding US$133 billion across North America and Europe, the timing couldn't be better. Our oyster mushroom and pea protein blend delivers 21g of protein per serving – high in fibre and iron, gluten free, allergen free, no aftertaste, no added colours or flavours. We're building the alternative protein butcher shop of the future, starting with mushrooms"
The Better Butchers Inc.
The Better Butchers is a private, Canadian company incorporated on September 26, 2022 pursuant to the Business Corporations Act (British Columbia), and headquartered in Vancouver, British Columbia.
The Better Butchers is focused on crafting the next generation of premium plant-based meat alternatives under its flagship Forager's Finest TM product line. The company's proprietary formulation — built on a blend of oyster mushroom and pea protein — delivers 21 grams of protein per serving and is high in fibre and iron, gluten free, allergen free, and free of added colours or flavours, with no pea protein aftertaste. The result is a product that competes on taste and texture without compromising on clean, simple ingredients.
The Better Butchers has achieved significant and growing revenue with expanding margins, and its products are currently available in approximately 250 retail locations across Canada. The company is actively pursuing further retail expansion domestically, with a planned entry into the United States and European markets to follow. The Better Butchers is also conducting ongoing research into cultivated meat technologies as part of its longer-term product development strategy.
The company operates at the intersection of two powerful consumer trends: the global shift toward cleaner nutrition and the mainstream adoption of non-animal protein, in a combined market estimated at over US$62 billion across North America and US$71 billion in Europe. [Source: Fortune Business Insights, 20 April 2026]

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Health Logic Interactive Inc.
The Company was founded in 2014 and is based in Calgary, Canada. In 2021, the Company sold its wholly owned subsidiary My Health Logic Inc. (“ My Health Logic “) to Marizyme Inc. (“ Marizyme ”) in an arm’s-length all-share transaction. In connection with the sale of the Company’s subsidiary and as consideration for all issued and outstanding shares of My Health Logic, the Company received a total of 4,600,000 common shares of Marizyme which shares were distributed as a non-cash dividend on a pro-rata basis to all of the then existing shareholders of the Company. As a consequence, the Company does not presently have any significant operations.
Health Logic is presently listed on the NEX Board (the " NEX ") of the TSX Venture Exchange (the " TSXV ") and has no significant operations but is engaged in pursuing opportunities to an acquire an active business to uplist its common shares and enhance shareholder value.
The Transaction
Pursuant to the terms of the LOI, Health Logic will complete the Consolidation and Name Change (as described below) and will acquire all of the issued and outstanding BB Shares by way of a share exchange expected to be carried out by way of a three-cornered amalgamation (the " Amalgamation ") whereby: (i) the Company will incorporate a wholly owned subsidiary in British Columbia (" Subco "); (ii) the shareholders of Better Butchers, including shareholders of Better Butchers who acquire BB Shares under the Financings (as described below) will be issued one RI Share (as defined below) on a post-Consolidation (as defined below) basis as consideration for each BB Share held that are thereby acquired by the Company; (iii) Better Butchers will amalgamate with SubCo in British Columbia forming an amalgamated company as a wholly owned subsidiary of the Resulting Issuer and the business of Better Butchers will become the business of the Resulting Issuer.
As a consequence of the Amalgamation, the RI Shares issued investors under the Concurrent Financing (defined below) will not be subject to hold periods or resale restrictions. The Transaction will constitute a reverse takeover in accordance with the policies of the Canadian Securities Exchange (the “ CSE ”).
On completion of the Transaction, the current shareholders of Health Logic will own 7.2% (assuming completion of the $2 million minimum Concurrent Financing) or 6.2% (assuming completion of the $3 million maximum Concurrent Financing) of the issued and outstanding common shares (the " RI Shares ") of Health Logic as the resulting issuer (the " Resulting Issuer "), and Better Butchers will become a wholly-owned subsidiary of the Resulting Issuer.
As a condition of closing of the Transaction, the Resulting Issuer will obtain a listing of the RI Shares on the CSE. As such, the Company intends to voluntarily delist the HL Shares from the NEX. Neither the CSE nor the NEX has yet reviewed the Transaction and there is no certainty that the listing application of the RI Shares to the CSE will be approved.
The Company views the proposed Transaction as value accretive for shareholders of the Company and assesses the opportunity presented by the business of Better Butchers as an excellent opportunity to participate at an early stage in Better Butchers' fast growing business.
Transaction Details
It is intended that the Transaction will be an arm’s length Reverse Takeover or Change of Control of Health Logic, as such terms are defined in the policies of the CSE. There are no finders fees or advances anticipated in respect of the Transaction, other than commissions which may be payable in respect of the Financings (defined below), which will be determined in the future and disclosed in a subsequent news release accordingly.
The LOI is to be superseded by a definitive agreement (the “ Definitive Agreement ”) to be signed on or prior to October 31, 2026 or such later date as may be mutually agreed upon by the parties in writing.
The Transaction is subject to:
Requisite regulatory approval, including the approval of the CSE, the NEX, and the TSXV, as applicable;
Customary closing conditions, including the approval of the directors (and as required, the shareholders) of each of Health Logic and Better Butchers of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Health Logic and Better Butchers; and
The additional conditions described below.
The legal structure for the Transaction will be confirmed after the parties have considered the applicable tax, securities law and accounting processes.
Among other terms customary for a transaction of this nature, the Definitive Agreement will provide for the following before the completion of the Transaction (the " Closing "):
Better Butchers will complete a seed share private placement of 7,500,000 BB Shares at a price of $0.10 per BB Share for gross proceeds of $750,000 (the " Seed Share Financing ");
Health Logic will consolidate all of its issued and outstanding HL Shares on the basis of 2.5 HL Shares for each HL Share held (the " Consolidation ") and complete a name change (the " Name Change ") to "The Better Butchers Inc." and Better Butchers will be renamed "The Better Butchers Corp.", or such other name as determined by Better Butchers;
Better Butchers or its nominees will acquire approximately $387,000 of debt (the " Debt ") owed to arm's length creditors of Health Logic which will be converted into RI Shares at a price of $0.15 per RI Share (the " Debt Acquisition "); and the RI Shares to be thereby issued will be subject to a four month hold in accordance with applicable securities laws and the policies of the CSE;
the appointment of a slate of directors nominated by Better Butchers (the Board Nominees ”), which board reconstitution will be effective upon Closing;
Better Butchers will complete a concurrent financing of BB Shares at $0.15 per BB Share for gross proceeds of a minimum of $2,000,000 to a maximum of $3,000,000 (the " Concurrent Financing ") whereby the proceeds of the Seed Share Financing and Concurrent Financing (collectively, the Financings ”) will be used to advance the business of Better Butchers and for general corporate and working capital purposes; and
The Company and Better Butchers will completed the Amalgamation as a three-cornered amalgamation, as described above.
Health Logic is at arm's length to Better Butchers, and no director, officer or insider of Health Logic or Better Butchers beneficially owns, or controls or directs, directly or indirectly, any securities of the other party. Therefore, the Transaction does not constitute a “related party transaction” for the purpose of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions .
Trading in the HL Shares has been halted in accordance with the policies of the NEX and TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the CSE, once the listing on the CSE has been approved.
Conditions Precedent to the Transaction
Prior to or currently with completion of the Transaction, as applicable, and as conditions of Closing:
Health Logic and Better Butchers must complete mutually satisfactory due diligence investigations;
Health Logic and Better Butchers will enter into a Definitive Agreement in respect to the Transaction on or prior to October 31, 2026;
Health Logic and Better Butchers will obtain the requisite board and, as applicable, shareholder approvals for the Transaction and any ancillary matters contemplated in the Definitive Agreement;
All requisite regulatory approvals relating to the Transaction, including, without limitation, the CSE, the NEX and TSXV, as applicable, will have been obtained;
Health Logic will have a working capital deficit and long term debt (excluding non-cash liabilities and the Debt) of no more than $40,000 unless otherwise agreed to by Better Butchers in writing;
Better Butchers will have a working capital deficit and long term debt (excluding non-cash liabilities) of no more than $200,000 unless otherwise agreed to by Health Logic in writing;
Better Butchers will have completed the Financings and Debt Acquisition;
Health Logic will have effected the Consolidation and Health Logic and Better Butchers will have completed the Name Change prior to the Closing; and
The Board Nominees will have been duly appointed to the board of directors of the Resulting Issuer effective as of Closing.
Directors and Officers of the Resulting Issuer, and Other Information
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of five directors, as well as a Chief Executive Officer and President, a Chief Financial Officer, and a Corporate Secretary, all as nominated by Better Butchers and subject to acceptance of the CSE. The Chief Executive Officer, President and Director of Better Butchers, Mitchell Scott will be the Chief Executive Officer, President and a Director of the Resulting Issuer. The Chief Financial Officer and Corporate Secretary of Better Butchers, Sean Choi, will be the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. The Company will provide additional biographical information about each of them in a subsequent news release to follow.
The Company will provide a summary of selected information of Better Butchers in a subsequent news release to follow.
On behalf of the board of directors of Health Logic Interactive Inc.:
"Harrison Ross"
President, Chief Executive Officer and Director
For more information, please contact:
Health Logic Interactive Inc. | The Better Butchers Inc. |
Harrison Ross
President, Chief Executive Officer and Director Email: harrisonaross@gmail.com
| Mitchell Scott
President, Chief Executive Officer and Director Email: mitchell@thebetterbutchers.com
|
Further Information and Disclaimer
All information contained in this news release with respect to Health Logic and Better Butchers was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and, if applicable, pursuant to the requirements of the CSE, disinterested shareholder approval. Where applicable, the Transaction cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a NEX listed company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, and Financings, obtaining the requisite shareholder approval, Better Butchers’ strategic plans and the parties’ ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction (including the name change and Consolidation), or the Financings will occur or that, if the Transaction, and the Financings do occur, they will be completed on the terms described above. Health Logic and Better Butchers assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
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