08:47 AM EST - AI/ML Innovations Inc. : Announced that it entered into a definitive agreement with the Paris, France based company, Tech2Heal SAS, regarding the acquisition of an equity interest in Tech2Heal and certain exclusive territorial commercial rights to its products, by AIML. The salient commercial terms of the Transaction are: 1) AIML and Tech2Heal co-own, on a 70:30 basis, equity in an AIML subsidiary called AI Rx Inc, a B.C. company. AI Rx Inc. has been granted 100% of the North American rights (USA, Canada, and Mexico) to the exclusive commercial use of all products, brands, and trademarks of Tech2Heal, in perpetuity. AIML will issue 1.5 million of its common shares (subject to a minimum 12-month voluntary restriction) from its treasury (at a deemed price of CAD$0.80 per share) to Tech2Heal as full and final compensation regarding the Strategic Alliance. AIML retains 2 of 3 Board seats, as well as management and operational control of AI Rx Inc. 2) AIML acquires an undivided interest in Tech2Health's global operations by way of a €2million total investment into Tech2Heal, in return for 22.22% of Tech2Heal's common share equity. AIML advanced €750,000 in conjunction with the closing of the Transaction, with an additional €250,000 due on the 6-month anniversary, €500,000 due on the 12-month anniversary, and a final €500,000 due on the 18-month anniversary of the closing of the Transaction. The funds advanced to Tech2Heal by AIML will be used to further Tech2Health's technologies and global market penetration strategies as per a pre-agreed upon use of proceeds plan. AIML will hold a permanent seat on the Board of Directors of Tech2Heal. 3) AIML has agreed to pay an arm's length finder a fee equivalent to 5% of the acquisition value for the introduction to Tech2Heal. The fee will be payable in units of AIML at a deemed value of $0.80 per unit. Each unit is comprised of one share and one warrant exercisable at $1.00 for 2 years. AI/ML Innovations Inc.
shares C.AIML are trading unchanged at $0.74.
