VANCOUVER, BC, May 30, 2023 /CNW/ - PanGenomic Health Inc. ("PanGenomic Health" or the "Company") (CSE: NARA) (AQSE: NARA), is pleased to announce that it has entered into a non-binding letter of intent dated May 26, 2023 ("LOI") with Interactive Health Inc. ("IHI"), whereby PanGenomic Health will license IHI's CyberPatient AI medical education platform ("CyberPatient AI Platform") for the exclusive use in the consumer, public health, and complementary and alternative medicine sectors ("CyberPatient Licence").

"We are thrilled to welcome the CyberPatient AI Platform to PanGenomic. Its digital twin technology will enhance our Nara self-care platform, providing a personalized, visual health journey for our users", said Maryam Marissen, CEO of PanGenomic Health. "It is an important step in empowering individuals and their natural healthcare practitioners with cutting-edge tools to better understand and utilize multi-dimensional health data, AI insights, and genomic data, contributing to our mission of improving health care through advanced technology."

Dr. Karim Qayumi, CEO of Interactive Health Inc. added, "We are excited to collaborate with the PanGenomic Health team in their bold vision for improved health outcomes for individuals around the world through greater awareness of evidence-based, personalized natural health and wellness solutions. Our CyberPatient Platform has been designed to meet medical gold standards, and a combined Nara and CyberPatient AI Platform can bring tremendous benefits for public health."

The proposed terms of the LOI, which are subject to change as diligence and negotiations progress, include:

• The Company will acquire the CyberPatient Licence from IHI for an aggregate purchase price of C$5,250,000, payable by the issuance of C$2,250,000 worth of the Company's Class A Common Shares at a per share price to be set prior to execution of a definitive agreement, or at such price as may be required by the Canadian Securities Exchange or Aquis Stock Exchange ("Exchanges") and a cash payment of C$3,000,000.
• IHI will provide the Company with an exclusive and perpetual special purpose license to develop and operate an interactive platform using the CyberPatient AI Platform for the public health, consumer and CAM markets.
• The Company and IHI have agreed to an exclusivity period until July 26, 2023 in order to negotiate and sign a definitive agreement.

The proposed transaction is subject to the negotiation and execution of definitive documentation, the performance of any closing conditions, satisfactory completion of the respective due diligence investigations of each of the parties and the receipt of any required approvals from the Exchanges. The proposed issuance of the Class A Common Shares is not anticipated to trigger a change of control scenario under the rules of the Exchanges. The Company also intends to pursue financing to fund the cash portion of the purchase price for the CyberPatient Licence. There can be no assurance that the proposed transaction will be completed as proposed or at all.

PanGenomic Health is a precision health company that has developed a self-care digital platform to deliver personalized, evidence-based information about natural treatments. The Company's initial focus is to support mental health. Registered as a British Columbia benefit company, PanGenomic Health's mission is to promote and improve the health and wellness of people and society by providing a technology platform that identifies plant-based solutions tailored to the health profile of each individual.

IHI is a digital technology development company focused on the medical and health education sector. IHI produces and sells digitally enhanced, interactive, competency-based learning tools for medical schools and healthcare learning centers to address the gap that exists between the theory and practice of medicine. IHI's flagship product, CyberPatient, is a simulated virtual hospital with 130 digitally enhanced simulated patients accessible by all students and educators anytime from anywhere.

This news release includes certain statements that may be deemed "forward-looking statements", including statements respecting the services to be provided by PanGenomic Health and the consideration to be paid to PanGenomic Health. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would", "project", "should", "believe" and similar expressions are intended to identify forward looking statements. Although PanGenomic Health believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PanGenomic Health can give no assurance that they will prove to be correct. There can be no assurance that the proposed licensing transaction with Interactive Health Inc. will be completed as proposed or at all. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in PanGenomic Health's disclosure documents which can be found under PanGenomic Health's profile on www.sedar.com.

The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.