Mr. Harrison Ross reports

HEALTH LOGIC INTERACTIVE ANNOUNCES A NON-BROKERED PRIVATE PLACEMENT FOR UP TO $400,000

Health Logic Interactive Inc. intends to offer for sale, on a non-brokered private placement basis, securities of the company consisting of shares of the company at a price of four cents per share for aggregate gross proceeds of up to $400,000. The offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, as well as the satisfaction of other customary closing conditions. Assuming the maximum proceeds are raised, the company will issue 10 million shares.

In connection with the offering, the company may pay finders' fees equal to 8 per cent of the gross proceeds in cash and issue 8 per cent in non-transferable warrants to various registered dealers or finders, representing up to 8 per cent of the shares sold through such registered dealers or finders in the offering. Each finder warrant will entitle the holder thereof to purchase one Health Logic share at a price of five cents per share for a period of 36 months from the closing date of the offering.

The proceeds derived from the sale of the shares will be for the balance sheet cleanup and to provide enough working capital for a potential acquisition and listing costs. Assuming aggregate gross proceeds are raised, approximately 60 per cent will be used for the balance sheet cleanup, including paying down legacy liabilities, converting debt and costs relating to the Health Logic equity transactions, and to host an annual general meeting before June 30, 2024, while the remaining approximately 40 per cent will be used for legal, exchange and all fees relating to the closing of a potential acquisition.

A portion of the offering may be allocated to investors relying on the accredited investor or other exemptions available to Health Logic under National Instrument 45-106 (Prospectus Exemptions).

No insiders of Health Logic will be participating in the offering, as following the closing of the offering, the insiders of the company may be converting debt through a shares-for-debt transaction.

All of the securities issuable in connection with the offering will be subject to a hold period expiring four months and one day after the date of issuance of the securities.

It is anticipated that the first closing of the offering will occur on or about Feb. 21, 2024, with a final closing no later than Feb. 29, 2024. Health Logic will update shareholders when the offering has been completed and TSX-V final approval has been received.

About Health Logic Interactive Inc.

Health Logic is a public entity on the NEX board of the TSX-V and intends to pursue its search for new assets to develop.

We seek Safe Harbor.