Dr. Essam Hamza reports

TREATMENT.COM AI ENTERS INTO A DEFINITIVE AGREEMENT TO ACQUIRE ROCKET DOCTOR INC. A RAPIDLY GROWING DIGITAL HEALTH COMPANY EMPOWERING MDS TO PROVIDE COMPREHENSIVE CARE TO PATIENTS ACROSS THE UNITED STATES AND CANADA

Treatment.com AI Inc. has entered into a definitive share purchase agreement dated Feb. 12, 2025, with Rocket Doctor Inc. and the common shareholders of Rocket Doctor with respect to the proposed acquisition of 100 per cent of the issued and outstanding securities in the capital of Rocket Doctor by Treatment. Rocket Doctor is a Canadian federally incorporated company that aims to transform the way health care is delivered through empowering doctors to start their own virtual practices, thereby providing citizens with quick access to high-quality, comprehensive medical care, powered by advanced devices and proprietary technology.

Dr. Essam Hamza, chief executive officer of Treatment.com AI, commented: "We are thrilled to welcome the Rocket Doctor team into our ecosystem. Bill and Harry have built an innovative, proprietary and rapidly growing platform that empowers physicians to build and seamlessly integrate digital and virtual care into their practices. As part of this acquisition, we plan to implement Treatment's planned AI Nurse, leveraging our Global Library of Medicine (GLM) and our newly announced conversational voice application to enhance patient triage and onboarding ahead of Rocket Doctor appointments. This will not only help create efficiency and aid the practitioners on the platform but also provide a proof of concept for future commercial sales of Treatment's software."

Rocket Doctor is a technology-driven digital health platform and marketplace that is breaking down obstacles limiting access to high-quality, comprehensive and cost-effective health care. Its proprietary software equips doctors with plug-and-play tools to run successful independent practices in virtual and hybridized in-person/virtual models of care, enabling them to provide tailored care to patients in remote communities, particularly those in rural and northern communities across Canada and on Medicaid in the United States.

Rocket Doctor is bridging the health care divide, integrating over a dozen unique tools into its own HIPAA-compliant (Health Insurance Portability and Accountability Act) electronic medical record (EMR) system, including artificial intelligence (AI) and large language models (LLMs) to collect patient history in advance of the visit, automatically create medical notes, pull past medical records, provide language translation in over 200 languages and match the right patient to the right MD as well as many other tools that will make the practice of medicine more efficient while enhancing the patient care experience.

Since launching nearly five years ago, Rocket Doctor has powered over 300 MDs to provide care for over 500,000 patient visits across North America. Founded in Ontario, Canada, Rocket Doctor has since expanded to Alberta, British Columbia and New Brunswick and in the United States to California, Maryland and New York. Expansion in these territories has grown quickly with key partnerships with hospitals such as Georgian Bay General in Ontario and its virtual emergency department, Engagewell IPA and federally qualified health centres in New York, and Central California Alliance for Health, a 450,000-member Medicaid managed care plan in California. Looking to the future, Rocket Doctor has a healthy pipeline of more provinces and states as well as new B2B (business-to-business) deals and growth within existing states and provinces, targeted for expansion in 2025.

From 2023 to 2024, Rocket Doctor achieved 88-per-cent year-over-year growth in annual recurring revenue (ARR) of approximately $1.9-million by the end of November, 2024. In 2024, Rocket Doctor's net loss was approximately $1.3-million compared with $2.4-million in 2023. During the same period, the total billable value of services increased from $4.3-million in 2023 to $7.1-million by the end of 2024. The total value of billable services includes all billable services and fees billed by doctors utilizing the Rocket Doctor platform.

All financial information with respect to Rocket Doctor is neither audited nor reviewed by an auditor and contains non-GAAP (generally accepted accounting principles) and non-IFRS (international financial reporting standards) measures such as MRR (monthly recurring revenue), ARR (annual recurring revenue) and total value of billable services. The financial information and non-GAAP, non-IFRS metrics are provided for context only and to provide some indication of the financial performance of Rocket Doctor. The financial information should not be relied upon for any other purpose than evaluating the transaction and not as indication of future performance of Rocket Doctor.

Rocket Doctor has also been recognized by its peers and industry partners for its innovative approach and technology, with its goals of preventing low-acuity patients from unnecessary ER (emergency room) visits and opening up access to quality, comprehensive and cost-effective health care for all. Amongst the awards are:

• 2024 Start-up Innovator of the Year;
• Stanford Emergency Medicine (StEMI X) pitch contest first place;
• Google for Startups AI First Accelerator.

Treatment and Rocket Doctor were both started and are led by clinicians. They share a common mission to ensure health care is trustworthy, relevant and available to everyone and, in so doing, help reduce the administrative burden on health care professionals in the current health care systems.

The proposed acquisition of Rocket Doctor opens up the potential for ready-made partnerships with health care systems in the United States and Canada for Treatment.com as well as opportunities to increase presence within those partnerships. Equally, Rocket Doctor's network of more than 300 doctors creates the opportunity for a ready-made pilot environment for Treatment.com's anticipated evolution of its GLM platform.

Treatment.com and Rocket Doctor have both created proprietary technology solutions underpinned by AI/ML (artificial intelligence/machine learning). As well as opportunities to integrate the technologies and provide an end-to-end patient experience from intake through to postdischarge, utilization of Treatment.com's AI voice assistants (through the proposed acquisition of Alea Health announced Jan. 28, 2025) and Treatment.com's GLM creates an opportunity to further streamline Rocket Doctor's operations and positively impact efficiency and profitability.

The Rocket Doctor leadership team, led by Dr. William Cherniak and Harry Cherniak, further increases the strength of the Treatment.com team. Their experience and the expertise and capabilities of the wider Rocket Doctor team significantly enhance Treatment.com's ability to scale, drive technological advancements and expand its impact across the health care spectrum.

Dr. Cherniak, a practising emergency physician and public health expert, is a graduate of the University of Calgary Medical School and holds an MPH from the Johns Hopkins Bloomberg School of Public Health, where he was a Sommer Scholar, and holds a global cancer control fellowship from the U.S. National Institutes of Health/National Cancer Institute's Center for Global Health. He is the co-founder and board chair of Bridge to Health Medical and Dental, a Canadian-registered charity and U.S. 501c3 that has helped to train over 800 health care workers and provide free care to over 50,000 patients across East Africa, the Middle East and Latin America. Dr. Cherniak has taught at the University of Southern California's Keck School of Medicine and Northwestern University; and he is an assistant professor at the University of Toronto's department of family and community medicine, division of emergency medicine, and an associate faculty at the Johns Hopkins Bloomberg School of Public Health, department of international health.

Mr. Cherniak brings expertise in corporate strategy, operations and law. He holds an HBA from Western University's Ivey Business School, an MSc from the London School of Economics and a JD from the University of Toronto. Mr. Cherniak practised corporate law at Torys LLP and is a seasoned professional in M&A (merger and acquisition) transactions. Clients represented include Bank of Nova Scotia (in its strategic partnership with Canadian Tire and its $3.1-billion acquisition of ING Bank of Canada), Sun Life Financial and Manulife Financial (in various project financing transactions), Alliance Films (in its acquisition by Entertainment One), Rogers Communications (in its shareholder arrangements with Bell Canada for its $1.3-billion purchase of 75 per cent of Maple Leaf Sports and Entertainment), and a number of private equity firms (in M&A transactions and continuing corporate work). While in London, Mr. Cherniak worked for Jon Trickett, MP, previously Shadow Lord President of the Privy Council and Shadow Secretary of State for Business, Energy and Industrial Strategy.

Dr. Cherniak, co-founder and chief executive officer of Rocket Doctor, commented: "The journey began over five years ago thinking about how to leverage advanced technology to empower physicians to practise medicine while in parallel increasing access to care for some of our most marginalized communities. When we started Rocket Doctor in fall 2019, digital health accounted for less than 1 per cent of all medical visits across Canada and less than 5 per cent across the United States. We didn't realize it at the time, but the global pandemic just a few months away would rapidly pull medicine, kicking and screaming, out of the dark ages and into the 21st century. The explosion of digital tools, innovative approaches, and now artificial intelligence/machine learning and large language models has created new opportunities to reduce clinician burnout, expand access to care and improve our health care systems. We are thrilled to bring our expertise, skill sets, clinicians and software to the Treatment team to rapidly expand our reach and impact alongside their innovative technology."

Transaction overview

Pursuant to the terms and conditions of the definitive agreement, Treatment.com shall satisfy amounts owing under Rocket Doctor's existing simple agreement for future equity (SAFE) and acquire 100 per cent of the total issued and outstanding securities of Rocket Doctor for total consideration equal to: (i) common shares of Treatment.com with a fair market value of $7,688,640 (U.S.) payable on closing of the proposed transaction; and (ii) subject to the achievement of certain 12-month and 24-month milestones, additional common shares of Treatment.com with a fair market value of up to $6,902,560 (U.S.) payable to the holders of SAFEs and shareholders of Rocket Doctor in accordance with Rocket Doctor's governance and security agreements. The consideration shares shall be issued at a deemed price of 65 cents per closing consideration share; and the contingent purchase price shares, if they become issuable, will be issued at a deemed price per contingent purchase price share equal to the 20-day volume-weighted average price of Treatment.com's common shares on the Canadian Securities Exchange, subject, however, to any minimum pricing requirements of the CSE.

The closing consideration shares issued pursuant to the proposed transaction shall be subject to contractual escrow for a period of 28 months from the date of closing, with 20 per cent of such consideration shares being released every four months beginning on the date that is 12 months after the date of closing.

Any contingent purchase price shares issuable upon achievement of the 12-month milestone shall be subject to contractual escrow for a period of not less than 30 months, whereby 20 per cent of such contingent purchase price shares will be released on the date the 12-month milestone is achieved; 20 per cent of such contingent purchase price shares will be released on the later of: (i) the 12-month determination date; and (ii) 16 months from closing; 20 per cent of such contingent purchase price shares will be released on the later of: (i) the 12-month determination date; and (ii) 20 months from closing; 20 per cent of such contingent purchase price shares will be released on the later of: (i) the 12-month determination date; and (ii) 24 months from closing; and 20 per cent of such contingent purchase price shares will be released on the later of: (i) the 12-month determination date; and (ii) 30 months from closing.

Any contingent purchase price shares issuable upon achievement of the 24-month milestone shall be subject to contractual escrow for a period of not less than 32 months, whereby 40 per cent of such contingent purchase price shares will be released on the date the 24-month milestone is achieved; 40 per cent of such contingent purchase price shares will be released on the later of: (i) the 24-month determination date; and (ii) 28 months from the closing; 20 per cent of such contingent purchase price shares will be released on the later of: (i) the 24-month determination date; and (ii) 32 months from closing.

The company is at arm's length from Rocket Doctor and each of the securityholders of Rocket Doctor. No change in management or the board of directors of the company is being contemplated at this time. No finders' fees are payable in connection with the proposed transaction. In connection with the proposed transaction, by virtue of acquiring Rocket Doctor, the company will be assuming approximately $542,000 in long-term liabilities of Rocket Doctor.

The transaction is not expected to constitute a fundamental change for the company (as defined in the policies of the CSE), nor is it expected to result in a change of control of the company, within the meaning of applicable securities laws and the policies of the CSE.

In connection with the proposed transaction, the company has agreed to extend Rocket Doctor a loan of $675,000, which shall be advanced as follows: (a) $75,000 on the execution of the definitive agreement; (b) $75,000 on the earlier of: (i) 15 days after the effective date of the definitive agreement, and (ii) the closing date; (c) $75,000 on the earlier of: (i) 30 days after the effective date; and (ii) closing; and (d) $450,000 on closing.

The transaction remains subject to a number of conditions, including: the receipt of any required regulatory approvals, including the approval of the CSE; and the entering into of employment agreements with Dr. Cherniak and Mr. Cherniak. The transaction cannot be completed until these conditions have been satisfied. There can be no guarantees that the transaction will be completed as contemplated or at all.

About Treatment.com AI Inc.

Treatment.com AI is a company utilizing AI and best clinical practices to positively improve the health care sector and impact current inefficiencies and challenges. With the input of hundreds of health care professionals globally, Treatment.com AI has built a comprehensive, personalized health care AI engine -- the Global Library of Medicine (GLM). With more than 10,000 expert medical reviews, the GLM delivers tested clinical information and support to all health care professionals as well as providing recommended tests (physical and lab), imaging and billing codes. The GLM helps health care professionals (doctors, nurses or pharmacists) reduce their administrative burden, creates more time for needed face-to-face patient appointments and enables greater consistency in quality of patient support. Treatment.com AI's GLM platform, through supporting health care professionals, allows for the inclusion of disenfranchised communities.

About Rocket Doctor Inc.

Rocket Doctor is a technology-driven digital health platform and marketplace that is breaking down obstacles that limit access to quality, comprehensive and cost-effective health care. Rocket Doctor's proprietary software equips doctors with the tools to run successful practices in virtual and hybridized in-person/virtual models of care, enabling them to provide tailored care to patients in remote communities, particularly those in rural and northern communities across Canada and on Medicaid in the United States. Leveraging large language models, AI/ML and wireless medical devices, Rocket Doctor is bridging the health care divide, connecting patients to equitable and accessible virtual health care services regardless of age, location or financial status. This includes patients with potentially stigmatizing conditions such as substance use, mental health and otherwise.

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