ROCKET DOCTOR AI INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE ALEA HEALTH HOLDINGS LTD.

Executive Summary

• Rocket Doctor AI Inc. entered into a definitive share purchase agreement to acquire 100% of Alea Health Holdings Ltd., expanding its AI‑driven mental health platform and providing a foothold in the UAE/GCC market.
• Consideration includes a US $15,000 cash payment (already paid) plus issuance of 285,712 common shares at a deemed value of CAD $0.70 per share, and assumption of Alea’s SAFE Note ($180,000 principal).
• The transaction is subject to customary closing conditions, regulatory approvals, and employment/consulting agreements with key Alea personnel; escrow and hold periods apply to the issued consideration shares.

Key Details

• Transaction Structure – 100% acquisition of Alea’s ordinary shares.
• Cash Consideration: US $15,000 paid at signing.
• Equity Consideration: 285,712 Rocket Doctor AI common shares (CAD $0.70 per share deemed value).
• SAFE Note Assumption: Pay US $180,000 principal in monthly installments of US $22,500 until fully satisfied.
• Escrow/Hold Periods:
• Statutory hold – 4 months + 1 day from issuance under NI 45‑106.
• Contractual escrow – 28‑month schedule; 20% of consideration shares released every 4 months beginning one year after closing.
• Closing Conditions: Employment/consulting agreements with key Alea staff, receipt of CSE and any other regulatory/third‑party approvals, approval by Alea shareholders.
• Strategic Rationale:
• Adds an AI‑driven online therapy platform (conversational AI, voice analytics) to Rocket Doctor’s Global Library of Medicine, enhancing mental‑health capabilities.
• Provides entry into the high‑growth Middle East market (UAE/GCC), aligning with regional AI‑healthcare investment plans (~US $170 bn by 2030).
• Bolsters management bench – Alea CEO Richard Dallala and CDO/COO Marco Bertetti bring >30 years combined experience in AI, SaaS, cloud services, and mental‑health telemedicine.
• No Long‑Term Liabilities Assumed except the SAFE Note; no finders’ fees payable.

Notable Quotes

• Dr. Essam Hamza, CEO, Rocket Doctor AI: “The acquisition of Alea Health will help the Company accelerate its strategy to integrate conversational AI and mental health solutions into our healthcare ecosystem… establishing a crucial footprint in the high‑growth Middle East market.”
• Richard Dalalla, CEO, Alea Health: “Joining Rocket Doctor AI is validation of our mission … we are excited to combine our team’s deep expertise with Rocket Doctor AI’s resources to truly globalize access to next‑generation AI‑powered therapy.”