American Marconi Wireless News - AI Maverick Intel Announces Letter of Intent to Acquire HEAL Access Canada Inc. as Initial Transaction Under Strategic ROFR Framework

The proposed acquisition represents the first transaction undertaken by AIMV pursuant to the previously announced Right of First Refusal ("ROFR") Agreement with HEAL, which provides the Company with structured access to evaluate and participate in acquisition opportunities across HEAL's healthcare and technology platform.

Transaction Overview

Under the terms of the LOI, AIMV would acquire all of the issued and outstanding shares of HAC in consideration of: (i) 20,000,000 exchangeable shares of AIMV (or a wholly-owned subsidiary thereof); and (ii) a secured vendor take-back note in the aggregate principal amount of approximately USD$5.0 million. In connection with the Proposed Transaction, the 120,000,000 common shares of AIMV previously agreed to be issued to HEAL pursuant to the ROFR Agreement, which have not yet been issued, will be adjusted to 100,000,000 common shares of AIMV. Closing of the Proposed Transaction is conditional upon, among other things, AIMV having a net positive working capital of no less than USD$5.0 million at the time of closing.

Upon completion of the Proposed Transaction, HEAL and its affiliates are expected to hold 100,000,000 common shares of AIMV to be issued pursuant to the adjusted ROFR Agreement, together with 20,000,000 exchangeable shares of AIMV (or a subsidiary thereof) issued as consideration for the Proposed Transaction. HEAL is expected to become a significant shareholder of AIMV, aligning the parties' interests in the continued development and expansion of the platform.

Strategic Context

As previously announced, AIMV entered into a ROFR Agreement with HEAL to establish a structured acquisition pipeline across HEAL's portfolio of AI-enabled healthcare, digital health, and related operating businesses.

The proposed acquisition of HEAL Access Canada represents the initial step in executing this strategy, providing AIMV with:

• An operating platform within the HEAL ecosystem

• Direct exposure to HEAL's healthcare and AI infrastructure

• A foundation for evaluating and executing additional acquisitions under the ROFR framework

"The signing of this LOI represents the first execution step under our previously announced ROFR agreement with HEAL," said Wayne Cockburn, Chief Executive Officer of AIMV. "HEAL Access Canada provides an initial operating platform within the broader HEAL ecosystem and establishes a foundation from which AIMV can evaluate and pursue additional opportunities across the platform."

Next Steps

The parties have agreed to proceed in good faith toward the negotiation and execution of a definitive agreement (the "Definitive Agreement") on or before May 29, 2026. The Definitive Agreement is expected to reflect customary terms and conditions for a transaction of this nature, including completion of due diligence, minimum working capital requirements, and receipt of all required regulatory and shareholder approvals.

There can be no assurance that the proposed transaction will be completed as described, or at all.

About AI Maverick Intel, Inc.

AI Maverick Intel, Inc. is focused on identifying and developing opportunities at the intersection of artificial intelligence, data platforms, and emerging technology-enabled industries. The Company evaluates strategic acquisitions, partnerships, and technology platforms designed to create scalable growth opportunities and long-term shareholder value.

About HEAL Group Holdings Inc.

HEAL Group Holdings Inc. is a privately held health technology and wellness platform company focused on building an integrated, data-driven ecosystem spanning healthcare services, digital health technology, through its AI division known as HEAL Access, with licensed Schedule 1 pharmaceutical distribution, and consumer wellness solutions. Backed by approximately US$75 million of family office capital invested over the past four years, HEAL has assembled and restructured a portfolio of approximately 25 entities, and operating platforms across North America and Europe. The HEAL ecosystem includes virtual healthcare platforms, mental health and pain management clinics, pharmaceutical distribution infrastructure, healthcare products and devices, and digital health technologies designed to connect clinicians, providers, and consumers through unified distribution and data platforms.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including statements with respect to the Proposed Transaction, the intention and timing of entering into a definitive agreement with respect to the Proposed Transaction, the completion thereof, the anticipated consideration and structure, the satisfaction of any minimum working capital requirements, and HEAL's anticipated post-closing shareholding and board representation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the ability of AIMV and HEAL to negotiate satisfactory terms for, and to execute, a definitive agreement for the Proposed Transaction, the satisfaction of all conditions precedent to the completion of the Proposed Transaction and receipt of all the required regulatory and shareholder approvals; general business, economic, competitive, political and social uncertainties; delay or failure to receive applicable approvals; and the results of operations of the parties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. AIMV disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise except as required by applicable law.

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Media Contact
Wayne Cockburn, CEO
(905) 505‑0770
Email: [email protected]

Corporate Communications

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[email protected]

SOURCE: AI Maverick Intel, Inc.

View the original press release on ACCESS Newswire

D.Kaufman--AMWN