GuideAI Health Corp. completed a business combination with Guide Health, positioning the company to scale artificial intelligence solutions for vascular and cardiovascular disease detection. The transaction, finalized through a plan of arrangement under the Business Corporations Act (British Columbia), involved a wholly-owned subsidiary acquiring all outstanding securities of Guide Health. Concurrently, the company closed a brokered private placement raising $5,150,000 through the issuance of 5,150,000 subscription receipts at $1.00 each.

Immediately following the closing of the transaction and the offering, the company had an aggregate of 53,551,525 common shares issued and outstanding. GuideAI Health Corp. obtained conditional approval from Cboe Canada to list its common shares, subject to fulfilling customary requirements. The company also filed and obtained a receipt for its final non-offering prospectus dated June 12, 2026, with securities regulatory authorities in British Columbia, Alberta, and Ontario.

The offering was led by Research Capital Corporation under an agency agreement dated June 12, 2026. The agent received an advisory fee equal to 2% of the offering proceeds, agent's options equal to 2% of the total subscription receipts issued, and a work fee of $75,000 plus GST. Each advisory option is exercisable into one common share at $1.10 per share for 24 months from issuance. Subscription receipts will convert into common shares upon the satisfaction or waiver of escrow release conditions.

Management and Board Changes

The management and board of directors were replaced in connection with the transaction. Raj Shah serves as Chief Executive Officer, Paul More as Chief Financial Officer and Corporate Secretary, Tasheel Jeerh as President, and Amin Katouzian as Chief Technology Officer. The board of directors now includes Harry Parmar as Chair, alongside Raj Shah, Paul Sparkes, Elliot Mckerr, and Luke Higgins.

Early Warning Disclosure

Luke Higgins, Chief Operating Officer and Chief Medical Officer, acquired beneficial ownership of 5,875,298 common shares pursuant to the transaction. Prior to completion, Mr. Higgins did not beneficially own any common shares. This disclosure was issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.