GuideAI Health Corp. Announces Closing of Business Combination, Subscription Receipt Offering, and Filing of Final Prospectus

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BOSTON, June 16, 2026 (GLOBE NEWSWIRE) -- GuideAI Health Corp. (formerly, 1532139 B.C. Ltd) (the “Corporation”) is pleased to announce the completion of a business combination transaction (the “Transaction”) with GuideAI Health, Inc. (“Guide Health”). The Transaction was completed by way of plan of arrangement under the Business Corporations Act (British Columbia) under which a wholly-owned subsidiary of the Corporation acquired all of the issued and outstanding securities of Guide Health. The Corporation has also filed and obtained a receipt for its final non-offering prospectus dated June 12, 2026 (the “Prospectus”) filed with the securities regulatory authorities in British Columbia, Alberta and Ontario, qualifying the distribution of Subscription Receipts under the Offering (as those terms are defined below). In connection with closing of the Transaction, the Corporation changed its corporate name to “GuideAI Health Corp.”. Immediately following the closing of the Transaction and the Offering (as defined below), the Corporation had an aggregate of 53,551,525 common shares (“Common Shares”) issued and outstanding.

The Corporation has obtained conditional approval of Cboe Canada (the “Exchange”) for the listing of its Common Shares. Listing remains subject to the Corporation fulfilling all of the customary requirements of the Exchange, including the receipt of all required documentation. 

The Transaction marks a significant milestone in the Corporation’s mission to develop and deploy artificial intelligence solutions that improve the detection and management of vascular and cardiovascular disease.

“Our vision is to make advanced vascular and cardiovascular intelligence available to every healthcare provider, not just major academic centers”, said Luke Higgins, Chief Operating Officer and Chief Medical Officer of the Corporation. “We believe artificial intelligence can help identify diseases earlier, connect patients to the right care faster, and ultimately improve outcomes across the healthcare system. This milestone provides the foundation to scale our technology, expand our clinical impact, and continue building a durable healthcare AI company.”

Concurrent Financing

In connection with the Transaction, the Corporation completed a brokered private placement (the “Offering”) of an aggregate of 5,150,000 subscription receipts (the “Subscription Receipts”) at an issue price of $1.00 per Subscription Receipt for aggregate gross proceeds of $5,150,000. Each Subscription Receipt will be converted into one Common Share of the Corporation upon the satisfaction or waiver of certain escrow release conditions (the “Escrow Release”), in accordance with a subscription receipt agreement dated June 12, 2026, among the Corporation, the Agent (as defined herein) and Endeavor Trust Corporation. The Offering was led by Research Capital Corporation (the “Agent”) and was carried out pursuant to an agency agreement dated June 12, 2026 among the Corporation, Guide Health, and the Agent.

The Agent received an advisory fee (the “Advisory Fee”) equal to 2% of the proceeds of the Offering, agent’s options equal to 2% of the total number of Subscription Receipts issued in the Offering (the “Advisory Options”), and a work fee (“Work Fee”) of $75,000 plus GST. Each Advisory Option will be exercisable into one Common Share at $1.10 per share for a period of 24 months from the date of issuance.

Management and Board of Directors

The management and board of the Corporation were replaced in connection with the Transaction, and the Corporation will be led by Raj Shah (Chief Executive Officer) Paul More (Chief Financial Officer and Corporate Secretary), Tasheel Jeerh (President), and Amin Katouzian (Chief Technology Officer). The board of directors of the Corporation now consists of Harry Parmar (Chair), Raj Shah, Paul Sparkes, Elliot Mckerr and Luke Higgins.

Access to the Prospectus, and any amendment thereto, is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment thereto. The Prospectus, and any amendment thereto, is now accessible on the Corporation’s SEDAR+ profile at www.sedarplus.ca. An electronic or paper copy of the Prospectus and any amendment may also be obtained, without charge, by emailing info@guideaihealth.com and providing the Corporation with an email address or address.

Early Warning Disclosure

Luke Higgins

Pursuant to the Transaction, Luke Higgins acquired beneficial ownership and control and direction over an aggregate of 5,875,298 Common Shares. Immediately prior to completion of the Transaction, Luke Higgins did not beneficially own or exercise control or direction over any Common Shares.

Mr. Higgins holds the securities of the Corporation for investment purposes, and may, from time to time, take such actions in respect of such securities as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of the Corporation or the disposition of all or a portion of his security holdings in the Corporation.

This portion of this news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed on SEDAR+, accessible at www.sedarplus.ca, containing additional information with respect to the foregoing matters. A copy of the related early warning report to be filed by Mr. Higgins may be obtained, following its filing, on the Corporation’s SEDAR+ profile or by contacting the Corporation at 2300-550 Burrard St., Vancouver, British Columbia, V6C 2B5, Attention: Raj Shah, Chief Executive Officer, Tel: 416-309-3583, Email: info@guideaihealth.com.

The securities referenced in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities laws and may not be offered or sold in the United States or to “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction.

About GuideAI Health Corp.

GuideAI Health Corp. is a healthcare artificial intelligence company building a clinical intelligence platform designed to transform complex imaging and clinical data into actionable insights. The Corporation’s solutions support the early detection and management of vascular and cardiovascular disease, improve care coordination, and help healthcare providers deliver more timely, efficient, and personalized patient care. The Corporation’s mission is to democratize access to advanced clinical intelligence and bring precision medicine capabilities to healthcare systems of all sizes.

On behalf of the Board of Directors of the Company,

GUIDEAI HEALTH CORP.

Raj Shah

Chief Executive Officer

For further information, please contact:

416-309-3583
info@guideaihealth.com

Forward-looking Statements

This press release contains certain forward-looking statements as well as historical information. Readers should not rely on information in this summary for any purpose other than for gaining general knowledge of the Corporation. Forward-looking statements include, but are not limited to, the listing of the Corporation’s common shares on the Exchange and the timing thereof. The words “expected”, “will”, “will have”, “will be”, “estimated” and similar expressions are intended to be among the statements that identify forward-looking statements. Although the Corporation believes that its expectations as reflected in any forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Except as required by law, the Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions or other factors should change.

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