Vancouver, British Columbia--(Newsfile Corp. - February 26, 2025) - Beyond Medical Technologies Inc. (CSE: DOCT) (FSE: 7FM) (OTC Pink: DOCKF) ("Beyond Medical" or the "Company") is pleased to announce it has entered into a non-binding letter of intent (the "LOI") with Elite Horizon Management, Inc. ("Horizon") pursuant to which the Company proposes to acquire 100% of the common shares in the capital of Horizon (the "Proposed Transaction").
Beyond Medical views the Proposed Transaction as a strategic expansion into blockchain-powered medical technology and financial management. Horizon is a blockchain attestation platform specializing in secure documentation and financial verification. Beyond Medical believes the Proposed Transaction will enhance Beyond Medical's capabilities in tamper-proof medical documentation, compliance verification, and digital asset management.
Proposed Acquisition of Horizon: Strengthening Ethereum-Based Compliance, Security, and Transparency
If the Proposed Transaction is completed, it would mark a key milestone for Beyond Medical as it aims to integrate blockchain technology to enhance efficiency, security, and transparency in medical operations. Horizon specializes in blockchain-based digital agreements, smart contract verification, and treasury management solutions, ensuring secure and verifiable digital records. By incorporating this technology, Beyond Medical strives to improve compliance and verification processes in the medical technology industry.
Proposed Transaction Structure
The Proposed Transaction is expected to be structured as a share exchange transaction pursuant to which the shareholders of Horizon would receive up to 11,250,000 common shares in the capital of the Company.
Completion of the Proposed Transaction will be subject to a number of conditions precedent, including, but not limited to: (i) satisfactory completion of due diligence investigations by each of the Company and Horizon; (ii) the negotiation and execution of a definitive agreement which will contain terms and conditions customary for transactions of this nature (the "Definitive Agreement") on or before March 31, 2025; and (iii) receipt of all requisite regulatory and third party approvals, including the approval of the Canadian Securities Exchange (the "CSE"). There can be no assurance that the Proposed Transaction will be completed on the terms proposed in the LOI or at all.
The Transaction will be an arms-length transaction for the Company. Upon the execution of a Definitive Agreement between the Company and Horizon, the Company will issue a subsequent press release containing the details of the Definitive Agreement and any additional terms of the Transaction.
In the event the Proposed Transaction is completed 1167388 BC Ltd shall receive a finder's fee, payable in shares, equal to 7.5% of the value of the Proposed Transaction.
Investor Relations and Marketing Agreement with Fairfax Partners
The company has entered into a service agreement with Fairfax Partners Inc. ("Fairfax"), a Vancouver, BC-based investor relations and marketing consultancy, located at 306-1238 Seymour Street, Vancouver, BC, V6B 6J3, to provide investor relations and marketing services to support the company's growth and shareholder communications.
The contract commenced on February 6th and includes a setup fee of CAD $35,000 + GST (5%), with CAD $20,000 payable upon signing and CAD $15,000 at a later milestone. A monthly management fee of CAD $7,500 + GST (5%) will begin on the third month or at a mutually agreed time, running for 12 months and transitioning to a month-to-month basis thereafter. Additionally, a one-time marketing budget of CAD $50,000 + GST (5%) will cover social media campaigns (CAD $15,000) and digital ad campaigns (CAD $35,000) over a 12-month period.
Fairfax is an independent, arm's length investor relations and marketing firm with no direct relationship with Beyond Medical Technologies. To the best of the company's knowledge, Fairfax does not currently own any securities of Beyond Medical Technologies as of the date of this announcement.
Beyond Medical Technologies Inc. is a health technology company focused on advancing innovative solutions in the medical and technology sectors. The Company is dedicated to improving patient outcomes and operational efficiencies through cutting-edge technology and strategic partnerships.
Neither the Canadian Securities Exchange nor its Regulation Services Provider has reviewed or accepts responsibility for the accuracy or adequacy of this release.
FORWARD-LOOKING STATEMENTS
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements regarding the goals and plans of the Company, the completion of the Proposed Transaction, the integration of Horizon technology in the business of the Company, the expected benefits of the Proposed Transaction and Horizon's technology, the structure, terms and conditions of the Proposed Transaction and the execution of the Definitive Agreement. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company and Horizon will be able to negotiate the Definitive Agreement on the terms and within the time frame expected; that the Company will be able to obtain any necessary third party and regulatory approvals required for the Proposed Transaction; that the Company will be able to successfully integrate the technology of Horizon into its business; and if completed, that the Proposed Transaction and Horizon's technology will provide the expected benefits. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information contained in this news release, including: adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of Horizon and the Company to negotiate the Definitive Agreement on the terms and conditions and within the timeframe expected, the Company's failure to obtain any necessary approvals for the Proposed Transaction and other factors beyond the control of the Company, including those other risks more fully described in the Company's annual and quarterly management's discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.ca. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on such statements. Accordingly, the forward-looking statements contained in this news release are made as of the date hereof and, unless required by applicable law, the Company assumes no obligation to update any forward-looking statements.
