Australian Oilseeds Investments Pty Ltd. entered into a definitive Business Combination Agreement to acquire Edoc Acquisition Corp. (NasdaqCM:ADOC) from American Physicians LLC and others for approximately $200 million in a reverse merger transaction on December 5, 2022. The total consideration to be paid by Pubco to the sellers shall be an aggregate number of Pubco ordinary shares with an aggregate value equal to, $190 million, subject to adjustments, with each Pubco ordinary share to be issued to the sellers valued at $10. Upon consummation of the transactions contemplated by the Business Combination Agreement, Australian Oilseeds Holdings Limited, a newly formed subsidiary (“Pubco”) will seek to be listed on the Nasdaq Capital Markets. The outstanding shares of Australian Oilseeds Investments Pty Ltd. and EDOC will be converted into the right to receive shares of Pubco. The transaction represents a post-combination valuation of $190 million for the Company upon closing, subject to adjustment. Australian Oilseeds Investments or Edoc will pay a termination fee of $0.25 million to the other party, in case any party terminates the transaction.

The boards of directors or similar governing bodies of Australian Oilseeds Investments Pty Ltd. and EDOC have unanimously approved the proposed Business Combination, subject to, among other things, the approval by EDOC's shareholders of the proposed Business Combination, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the proxy statement/prospectus relating to the proposed Business Combination, expiration of any waiting period under applicable antitrust laws; Edoc having at least $5,000,001 in net tangible assets as of the closing, effectiveness of the Registration Statement; all Ancillary Documents shall have been duly executed, the receipt of certain regulatory approvals, and approval by The Nasdaq Capital Markets to list the securities of Pubco.

ARC Group Limited is serving as exclusive financial advisor to Australian Oilseeds Investments Pty Ltd, with Debbie Klis and Debra Vernon of Rimon P.C. acting as legal counsel to Australian Oilseeds Investments Pty Ltd. I-Bankers Securities, Inc. is serving as financial advisor to EDOC. Barry I. Grossman of Ellenoff Grossman & Schole LLP is acting as legal counsel to EDOC and American Physicians LLC, with Maples acting as the Cayman counsel to EDOC and Clayton Utz acting as the Australian counsel to EDOC.