Dr. Essam Hamza reports

TREATMENT.COM AI CLOSES PREVIOUSLY ANNOUNCED ACQUISITION OF ROCKET DOCTOR INC.

Further to its news release of Feb. 12, 2025, Treatment.com AI Inc. has closed the acquisition of 100 per cent of the issued and outstanding securities of Rocket Doctor Inc., pursuant to the terms and conditions of a share purchase agreement dated Feb. 11, 2025, as amended with Rocket Doctor Inc. and the common shareholders of Rocket Doctor.

Rocket Doctor is a Canadian federally incorporated company with a U.S. Delaware subsidiary, which 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 excited to now formally welcome the Rocket Doctor team. As you have seen from recent news releases, Bill and Harry have managed to build a very successful business which is rapidly growing across North America. As previously mentioned, 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."

Dr. William Cherniak, co-founder and chief executive officer of Rocket Doctor, commented: "Harry, the team and I have had the pleasure of getting to know Essam, Kevin and the Treatment team over the last few months. Bringing two companies together is always a challenging task, but I have been consistently impressed by the various skills, insights and positive attitudes of senior leadership. It's clear that we are all aligned in building and growing something sustainable and impactful that seeks to improve the lives of patients and physicians alike while leveraging the most advanced technology in this ever-evolving AI [artificial intelligence] era. This is just the beginning, and we're all more than excited to keep pushing onward and upward into the months and years ahead."

Transaction overview

Pursuant to the terms and conditions of the definitive agreement, Treatment.com has satisfied amounts owing under Rocket Doctor's existing simple agreement for future equity (SAFE) and acquired 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.), which were paid on closing; and (ii) subject to the achievement of certain 12-month and 24-month milestones, Treatment.com shall issue 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 closing consideration shares were 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 transaction are 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 were payable in connection with the transaction. In connection with the proposed transaction, by virtue of acquiring Rocket Doctor, the company assumed approximately $627,000 in long-term liabilities of Rocket Doctor.

In connection with the transaction, the company has extended Rocket Doctor a loan of $750,000, which was advanced as follows: (a) $75,000 on the execution of the definitive agreement; (b) $75,000 on Feb. 26, 2025; (c) $75,000 on March 13, 2025; (d) $75,000 on April 1, 2025; and (e) $450,000 on closing.

Furthermore, in connection with the transaction and in accordance with the company's stock option and restricted share unit plans, the company has agreed to grant an aggregate total of 900,000 stock options and up to 2,747,979 restricted share units (RSUs) to continuing officers and employees of Rocket Doctor.

The options vest in equal instalments on the four-, eight-, 12-, 16-, 20- and 24-month anniversaries from the date of issuance and are each exercisable for one common share of the company at an exercise price of 50 cents per share for a period of five years from the grant date. Each RSU is subject to vesting conditions based on the achievement of certain performance milestones. All options and RSUs are subject to the terms of the plans and applicable securities law hold periods.

About Treatment.com AI Inc.

Treatment.com AI is a company utilizing artificial intelligence 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. The company'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 (machine learning) 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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