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Restructured agreement increases capital efficiency, simplifies revenue structure, and expands future opportunity.

VANCOUVER, BC / ACCESS Newswire / April 25, 2025 / AI/ML Innovations Inc. ("AIML" or the "Company") (CSE:AIML)(OTCQB:AIMLF)(FWB:42FB) is pleased to announce that it has entered into an agreement dated April 11, 2025 (the "Restructuring Agreement") setting forth certain revised terms and conditions in respect of its recent acquisition of all of the issued and outstanding shares of Quantum Sciences Ltd. ("Quantum") which was closed on December 23, 2024 (the "Acquisition").

The Acquisition was previously completed pursuant to an agreement of purchase and sale dated December 9, 2024, as amended December 20, 2024, between the Company and the vendors of Quantum (the "Vendors"). The original consideration for the Acquisition was the issuance of 10,000,000 common shares in the capital of the Company (the "Consideration Shares"). In addition, immediately prior to the closing of the Acquisition, Quantum granted royalties on the sale of all cardiology related products sold by Quantum (the "Royalties") in the amount of 4%, to be divided equally amongst the four Vendors, with each Vendor entitled to 1% of such sales.

Pursuant to the Restructuring Agreement, the terms and conditions of the Acquisition have been amended to provide for revised consideration, including as follows:

1. an aggregate of 6,264,822 Consideration Shares shall be retained by the Vendors, with the balance of the Consideration Shares to be returned to the Company for cancellation;

2. the Royalties shall be declared null and void;

3. the Company and Orsim Finance Ltd. have mutually agreed to conclude their consulting agreement dated March 14, 2025; Mark Orsmond will continue to be engaged through a new reseller agreement, allowing him to pursue synergistic initiatives aligned with his expertise. AIML looks forward to future collaborations that support its mission and global commercialization strategy;

4. the Company and the Vendors shall enter into a revenue sharing agreement;

5. the Company shall assign and transfer to Orsmond all intellectual property rights and interests which it holds in the application known as "meApp"; and

6. the Company shall make a one-time cash payment to Orsmond.

The Restructuring Agreement remains subject to the approval of the Canadian Securities Exchange, as well as the satisfaction of other standard closing conditions.

This restructuring is part of AIML's broader effort to streamline its operational model and focus resources on high-growth areas within AI-powered health solutions. By simplifying the acquisition structure, AIML improves its flexibility for future investment, strategic partnerships, and accelerated innovation.