PanGenomic Health Inc. announced that it has entered into a non-binding letter of intent dated May 26, 2023 with Interactive Health Inc. whereby PanGenomic Health will license IHI's CyberPatient AI medical education platform for the exclusive use in the consumer, public health, and complementary and alternative medicine sectors. The proposed terms of the LOI, which are subject to change as diligence and negotiations progress, include: -- The Company will acquire the CyberPatient Licence from IHI for an aggregate purchase price of CAD 5,250,000, payable by the issuance of CAD 2,250,000 worth of the Company's Class A Common Shares at a per share price to be set prior to execution of a definitive agreement, or at such price as may be required by the Canadian Securities Exchange or Aquis Stock Exchange and a cash payment of CAD 3,000,000. IHI will provide the Company with an exclusive and perpetual special purpose license to develop and operate an interactive platform using the CyberPatient AI Platform for the public health, consumer and CAM markets.

The Company and IHI have agreed to an exclusivity period until 26 July 2023 in order to negotiate and sign a definitive agreement. The proposed transaction is subject to the negotiation and execution of definitive documentation, the performance of any closing conditions, satisfactory completion of the respective due diligence investigations of each of the parties and the receipt of any required approvals from the Exchanges. The proposed issuance of the Class A Common Shares is not anticipated to trigger a change of control scenario under the rules of the Exchanges.

The Company also intends to pursue financing to fund the cash portion of the purchase price for the CyberPatient Licence. There can be no assurance that the proposed transaction will be completed as proposed or at all.