Mr. Shane Madden reports

HYDREIGHT TECHNOLOGIES SIGNS BINDING LETTER OF INTENT TO ACQUIRE DYNAMIC IV THERAPY SUPPORT AI AGENT

Hydreight Technologies Inc. has entered into a binding letter of intent (LOI) dated Sept. 5, 2025, with Auxano One LLC, an arm's-length limited liability company based in Pennsylvania, in respect of a strategic asset acquisition and commercial relationship.

Pursuant to the LOI, the parties have agreed that:

• The company would: (a) acquire Auxano's Dynamic IV Therapy Support AI Agent; or (b) acquire the right to use the target asset.
• In exchange for the target asset acquisition, Auxano will be entitled to the following consideration:
  • On closing of the transaction, the company will pay to Auxano $70,000 (U.S.) in cash.
  • Upon the occurrence of a business milestone, whereby the target asset is fully functional, integrated into the VSDHOne platform and Hydreight app, and operational for intended use, and deliverable upon approval by the company, the company will issue 120,000 common shares in the capital of the company to Auxano.
  • Upon the occurrence of a business milestone, whereby $5-million (U.S.) in revenue is generated in the aggregate for the company and/or the VSDHOne by the target asset, the company will issue 55,000 company shares to Auxano.
  • Auxano will be entitled to certain revenue sharing rights in respect of the target asset as further described in the LOI.
• The company and Auxano will agree to a commercial relationship in respect of the target asset as further described in the LOI.

Shane Madden, chief executive officer of Hydreight, commented: "We have been focused on developing and integrating artificial intelligence (AI) into our technologies across all three verticals, giving our customers powerful tools to create treatment plans for their patients. This not only enhances their ability to market services effectively but, more importantly, supports patients with long-term treatment planning. It's an ideal addition to our ecosystem -- tying together our pharmacies, technology platforms and at-home testing solutions in a way that drives value for both providers and patients."

Description of target asset

Dynamic IV Therapy Support AI Agent is an AI clinical assistant that analyzes patient health data (blood panels, genetic tests, health records) against standardized protocols to generate personalized IV (intravenous) therapy, supplements and preventative treatments recommendations:

• Processes uploaded reports and electronic medical records data to suggest optimal IV drip formulations, nutrient concentrations and complementary oral supplementation protocols;
• Ensures recommendations align with established standard operating procedures while providing clinical rationale, including contraindications and monitoring parameters;
• Streamlines treatment planning for providers while maintaining safety and efficacy standards.

Expanded use cases and vertical integration

While initially focused on IV therapy, the AI agent has broader applications across the health and wellness spectrum. By analyzing patient data such as blood panels, genetic testing and medical history, the assistant could be adapted to support:

• Hormone and longevity treatments -- optimizing personalized protocols for HRT, peptide therapies and NAD;
• Weight management programs -- enhancing GLP-1 and metabolic health solutions with precision treatment plans;
• Preventative care and wellness -- integrating with at-home testing kits to provide insights on nutrition, supplementation and lifestyle recommendations.

Integration pathway

Through the VSDHOne platform, Hydreight plans to first integrate and scale the AI-driven assistant across its growing ecosystem of providers, pharmacies and technology partners. VSDHOne serves as the company's modular backbone, enabling new technologies to be deployed nationally and licensed to third parties. Over time, Hydreight believes this AI capability can be extended across its three core verticals, creating a unified data and intelligence layer for personalized health care delivery.

Market opportunity

The opportunity for AI-powered clinical assistants extends well beyond IV therapy:

• Health care AI and clinical decision support: The global AI in health care market was valued at approximately $26.7-billion (U.S.) in 2024 and is expected to reach $187-billion (U.S.) by 2030, representing a CAGR (compounded annual growth rate) of nearly 38 per cent (Grand View Research, The Research Insights). More aggressive projections estimate the market could exceed $500-billion (U.S.) to $700-billion (U.S.) by 2032 to 2034 (Fortune Business Insights, Market.us). Clinical decision support systems -- like the AI assistant Hydreight is integrating into VSDHOne -- are among the fastest-growing use cases.
• Wellness and personalized care: Adjacent markets, such as IV hydration therapy, hormone and longevity treatments, and weight management programs, represent significant opportunities on their own. For example, the global IV hydration therapy market was valued at $2.64-billion (U.S.) in 2024 and is projected to reach $4.23-billion (U.S.) by 2030, growing at a CAGR of approximately 8 per cent (Grand View Research). Similarly, the broader intravenous therapy and vein access market is expected to grow from $54.4-billion (U.S. )in 2023 to $74.4-billion (U.S.) by 2029 (BCC Research).

By embedding this AI assistant into VSDHOne, Hydreight positions itself to serve both sides of the opportunity: the explosive growth of AI in health care and the continuing demand for personalized wellness solutions.

Jason Drohn, CEO of Auxano, said: "Hydreight is becoming a true all-in-one turnkey solution in this industry, and we are very excited to join forces with them, be part of their ecosystem, and support both their customers and patients."

Details of the transaction

The LOI contemplates that the parties will draft, finalize and execute a definitive agreement respecting the transaction on or before Nov. 4, 2025, with the option to mutually extend the outside date by an additional 30 days. The transaction and the entering into of the definitive agreement are subject to mutual due diligence investigations. No finder's fee will be paid in connection with the transaction. The completion of the transaction is subject to the fulfilment or waiver of several conditions, including receipt by Hydreight of approval from the TSX Venture Exchange, if required. The transaction is expected to be structured as an expedited acquisition under the policies of the exchange.

The company shares to be issued to Auxano in connection with the transaction will be issued at a deemed price equal to the greater of $4.20 per share and the lowest price permitted by the policies of the exchange, and will be issued under prospectus exemptions pursuant to National Instrument 45-106, Prospectus Exemptions, of the Canadian Securities Administrators, and in reliance upon exemptions from U.S. federal and state registration requirements, and will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws and other hold periods in accordance with applicable U.S. securities laws, and may bear legends to this effect.

About Hydreight Technologies Inc.

Hydreight Technologies is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2,500 nurses, over 100 doctors and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking and managing patient data, which enables licensed health care professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians and other licensed health care professionals. The Hydreight platform allows health care professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S.-certified e-script and telemedicine provider network.

About VSDHOne -- direct-to-consumer platform

Developed in partnership with Victory Square Technologies Inc., Hydreight launched the VSDHOne platform. VSDHOne simplifies the entry challenges for companies and medi spa businesses to enter the on-line health care space compliantly. This platform will help all businesses to launch a direct-to-consumer health care brand in a matter of days in all 50 states. Compliant offerings include: GLP-1s (semaglutide, tirzepatide), peptides, personalized health care treatments, sermorelin, testosterone replacement therapy (TRT), hair loss, skincare, sexual health and more. Hydreight invested in technology, legal and infrastructure to launch this platform. The VSDHOne platform offers a complete, end-to-end solution for businesses looking to launch direct-to-consumer health care brands. From compliance and telemedicine technology to nationwide doctor and pharmacy networks, VSDHOne provides all the tools needed for a seamless entry into the on-line health care space. The platform is designed to significantly reduce the time and costs associated with launching such services, making it possible for businesses to go live in days instead of months.

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