Mr. Alnoor Nathoo reports

MEDBRIGHT AI ANNOUNCES CLOSING OF INVESTMENT IN LIMMI HEALTHCARE AI PLATFORM

Further to Medbright AI Investments Inc.'s press releases dated Sept. 8, 2023, and Oct. 17, 2023, Vinergy Acquisition Corp., a wholly owned U.S. subsidiary of Medbright (MB Acquisition Co.), has issued 350 common shares of MB Acquisition Co. to Mentorhead Inc., a Delaware corporation, doing business as Limmi, pursuant to the intellectual property licence and option agreement dated Oct. 16, 2023, as amended and restated Dec. 20, 2023. Pursuant to the IP licence and option agreement, Limmi granted to Vinergy Licensing Corp., a wholly owned U.S. subsidiary of Medbright (the MB Licensing Co.), certain rights to Limmi's artificial intelligence Food and Drug Administration and Health Insurance Portability and Accountability Act platform in exchange for the MBAC shares, such MBAC shares subject to the exchange rights as described below.

Each MBAC share is exchangeable, at the election of Limmi, to acquire Medbright Class A shares (as defined below) on a one MBAC share for 100,000 Medbright Class A share basis, subject to the following conditions:

1. Up to 100 MBAC shares shall be exchangeable into Medbright Class A shares upon the company raising aggregate net proceeds of $2.8-million (inclusive of $1,107,000 raised by the company on Oct. 3, 2023) on a prorated basis, such that Limmi may exchange a prorated amount of MBAC shares into Medbright Class A shares if less than $2.8-million in net proceeds is raised. Notwithstanding this condition, if the gross profits condition described below is met, all 100 MBAC shares shall be exchangeable into Medbright Class A shares.
2. Fifty MBAC shares shall be exchangeable into Medbright Class A shares in the event the company achieves gross profits of at least $1.25-million in any fiscal quarter.

Lastly, in the event that MB Licensing Co. exercises the option (as defined below), the final 200 MBAC shares shall become exchangeable into Medbright Class A shares.

Option

Pursuant to the IP licence and option agreement, Limmi also granted to MB Licensing Co. the binding and irrevocable option to purchase the Limmi AI platform on the earlier of: (a) Oct. 16, 2025; and (b) 90 days after a written request by Limmi for MB Licensing Co. to exercise the option.

Effective Dec. 11, 2023, Medbright created a new class of non-voting common shares of the company. The Medbright Class A shares have the same attributes as the common shares of the company, except that the Medbright Class A shares are not listed on the Canadian Securities Exchange, do not carry the right to vote and are convertible into common shares on a one-for-one basis, subject to certain conditions, including a prohibition on a holder of Medbright Class A shares from converting such shares into common shares if it would result in such holder holding more than 9.9 per cent of the common shares.

Approval of the special resolution of shareholders of Medbright authorizing an amendment of the company's notice of articles under the Business Corporations Act (British Columbia) to create the Medbright Class A shares was obtained at the annual and special meeting of the company held on Dec. 1, 2023.

In connection with the transactions noted above, Medbright has agreed to pay an arm's-length finder one million common shares. The common shares to be issued in connection with the transactions are being issued at a deemed price of 18 cents per common share, being the discounted market price of the common shares on the date of execution of the letter of intent between Medbright and Limmi. These shares will be issued on April 16, 2025, at which point will be subject to a hold period of four months and one day.

This transaction will complement Medbright's existing investment road map, focusing on the U.S. health care AI component. The company's investment is made in compliance with the company's investment policy, which focuses on investments in private or public companies, principally in the health care technology sector, with strong intellectual property, exceptional management and high-growth potential and with a particular focus on artificial intelligence health care technologies.

About Medbright AI Investments Inc.

Medbright is a capital allocator focused on investing in health care technology companies. The team at Medbright prides itself on unparalleled access to opportunities, as well as structuring unique and advantageous investments. Medbright's mission is to construct a portfolio of synergistic investments to generate superior returns for shareholders. Medbright will focus on significant near-term and midterm high-quality opportunities with strong return potentials while maintaining commitment to governance.

We seek Safe Harbor.