Advanced Human Imaging Limited (ASX:AHI) executed a non-binding letter of intent to acquire WellteQ Digital Health Inc. (CNSX:WTEQ) for AUD 4.4 million on June 29, 2022. Advanced Human Imaging Limited entered into a definitive arrangement agreement to acquire WellteQ Digital Health Inc. on September 2, 2022. Pursuant to the terms of the arrangement agreement, WellteQ shareholders will receive one ordinary share of AHI for every six WellteQ common shares held (or 0.1667 AHI Shares for every 1 WellteQ Share). Following completion of the transaction, WellteQ shareholders in aggregate will hold approximately 9.573% of AHI's issued capital. Upon completion of the transaction, WellteQ will apply to delist its common shares from the Canadian Securities Exchange. As of December 1, 2022, Scott Montgomery has been appointed Chief Executive Officer of AHI. Additionally, Katherine Iscoe, Co-Founder, has stepped down as Chief Executive Officer and will remain in a full-time role and on the board as executive director while the former Chairman of wellteq, Peter Vaughan will join the Board of AHI as a non-executive director. The arrangement agreement contains certain customary deal protection provisions, including a break-fee of AUD 0.35 million payable by WellteQ or AHI (the Breaching Party) to the other party if the Breaching Party breaches a representation or warranty given by it under the arrangement agreement. WellteQ must also pay AUD 0.5 million break-fee if the arrangement agreement is terminated. Upon conclusion of the transaction, WellteQ will nominate two directors to the Board of Directors of AHI. The proposed nominee Directors are currently Scott Montgomery, Chief Executive Officer and a Director of WellteQ, and Peter Vaughan, Chair of the WellteQ Board of Directors, and Mr. Montgomery is currently the proposed Chief Executive Officer of AHI.

The transaction is subject to the approval of the WellteQ shareholders; approval of the transaction by the British Columbia Supreme Court; applicable regulatory approvals, including those of the ASX, NASDAQ and the CSE, as required; the aggregate number of common shares in respect of which dissent rights have been validly exercised and not withdrawn shall not exceed 5% of the issued and outstanding common shares, the directors and senior officers of WellteQ that are resigning or whose service or employment with WellteQ is being terminated in connection with the completion, WellteQ shall have terminated the escrow agreement, Scott Montgomery shall have entered into an employment agreement as Chief Executive Officer with AHI on terms reasonably satisfactory to AHI, all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements shall have been obtained and other conditions of closing customary in transactions of this nature. AHI is not required to obtain any shareholder approvals to complete the transaction. WellteQ Board has unanimously determined that the arrangement is fair to WellteQ shareholders and in the best interests of WellteQ and resolved to unanimously recommend that WellteQ shareholders vote in favour of the arrangement resolution. The directors and senior officers of WellteQ have entered into voting support agreements, committing to vote their WellteQ shares in favour of, and to otherwise support, the transaction. As of October 26, 2022, the Supreme Court of British Columbia has approved the transaction. On November 24, 2022, WellteQ shareholders approved the transaction. As of November 30, 2022, the transaction has received approval by obtaining the final order of the Supreme Court of British Columbia, Canada. WellteQ AHI and wellteq anticipate closing of the transaction will occur in late-November 2022. As of November 25, 2022, closing of the transaction is expected to occur in early December 2022.

RwE Growth Partners, Inc. acted as financial advisor to WellteQ and provided fairness opinion to WellteQ Board. PKF Brisbane Audit acted as accountant, while Automic Group Pty Ltd acted as the transfer agent to AHI. Computershare Investor Services Inc. acted as the transfer agent to WellteQ. Maryna M. O'Neill of O'neill Law Corporation acted as the legal advisor to WellteQ. Sanjeev Patel and Katy Pitch of Wildeboer Dellelce LLP acted as legal advisor to Advanced Health Intelligence.

Advanced Human Imaging Limited (ASX:AHI) completed the acquisition of WellteQ Digital Health Inc. (CNSX:WTEQ) on December 6, 2022.