Vancouver, British Columbia--(Newsfile Corp. - March 16, 2026) - UBERDOC Health Technologies Corp. (CSE: SEEM) (OTCQB: ESVNF) ("UBERDOC" or the "Company") is pleased to announce that it has completed its previously announced amalgamation effective March 13, 2026 pursuant to an amalgamation agreement dated May 1, 2025 as amended from time to time (the "Amalgamation Agreement") with ROV Investment Partners Corp. ("ROV") and 1536702 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company. Pursuant to the Amalgamation Agreement the Company has, by way of a three-cornered amalgamation, acquired all of the issued and outstanding securities of ROV, subject to the terms and conditions of the Amalgamation Agreement (the "Transaction").
In accordance with the terms of the Amalgamation Agreement, ROV amalgamated with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity continued as one corporation and remains a wholly-owned subsidiary of the Company following the closing of the Transaction. ROV shareholders exchanged their common shares of ROV ("ROV Shares") for common shares of the Company (the "Common Shares") automatically and without the need to provide any letter of transmittal, based on an exchange ratio equal to that number of Common Shares for each one ROV Share (the "Exchange Ratio") which resulted in, upon completion of the Transaction, 12.3% of the Common Shares being held by shareholders of the Company and 87.7% of the Common Shares being held by ROV shareholders.
The Transaction constitutes a "fundamental change" pursuant to Policy 8 - Fundamental Changes and Changes of Business of the Canadian Securities Exchange (the "CSE"). Immediately prior to the closing of the Transaction (the "Closing"), the Company changed its name to UBERDOC Health Technologies Corp. Trading of the Common Shares are expected to commence trading on the CSE under the new name and under the new ticker symbol "APPT" as of market open on March 18, 2026. The new CUSIP is 90356T107 and the new ISIN is CA90356T1075.
Certain Common Shares are subject to the escrow policies of the CSE and applicable securities laws and will be released incrementally over multiple periods from the date of listing on the CSE, all as further described in the Form 2A - Listing Statement (the "Listing Statement").
For further information regarding the Transaction, readers are encouraged to review the Listing Statement prepared by the Company in support of the Transaction, a copy of which is available under the Company's profile on SEDAR+ (www.sedarplus.ca).
Board of Directors and Management
Concurrently with Closing, the board of directors of the Company was reconstituted to consist of Sean Kearney, Max Whiffin, Paula Muto, Craig Zevin and Jeffrey Hogan. Sean Kearney has been appointed Chief Executive Officer of the Company, Konstantin Lichtenwald has been appointed Chief Financial Officer and Corporate Secretary of the Company and Max Whiffin has been appointed Vice President, Capital Markets of the Company.
Financings
Prior to the closing of the Transaction, ROV completed financings which were previously disclosed in the Company's news releases.
As disclosed in the Company's news release dated February 10, 2026, ROV closed a non-brokered special warrant financing (the "Special Warrant Financing") on December 8, 2025. The Company would like to clarify that the Special Warrant Financing was completed for gross proceeds of $471,540 through the sale of 1,347,257 special warrants of ROV (the "Special Warrants"), at a price of $0.35 per Special Warrant.
In addition, as disclosed in the Company's news release dated February 13, 2026, ROV completed a subscription receipt financing (the "Subscription Receipt Financing", and together with the Special Warrant Financing, the "Financings"), pursuant to which it issued 7,253,433 ROV subscription receipts (the "Subscription Receipts"). In connection with the Closing, each Subscription Receipt and each Special Warrant was automatically converted into, for no additional consideration and without further action on part of the holder thereof, one unit of ROV (each, a "Unit"). The ROV securities comprising the Units were exchanged under the Amalgamation Agreement following the conversion of the Subscription Receipts and Special Warrants such that, following the Closing, each Unit was comprised of one Common Share and one half of one warrant of the Company (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share at an exercise price equal to $0.50 for a period of two years following issuance. The Common Shares and Warrants are not subject to any resale restrictions following completion of the Transaction.
In aggregate, the Company raised gross proceeds of approximately $3,010,241.55 from the Financings, which will be used to advance certain business milestones and for working capital purposes.
Divestiture
As previously announced in its news release dated March 12, 2026, in connection with the Closing the Company has completed the spin out of E79 Resources Pty. Ltd., which holds the Beaufort and Myrtleford properties in Australia, along with its equity interests in Advance Metals Ltd. (ASX: AVM) and any cash derived from the sale of such interests, to 1548403 B.C. Ltd under the terms of an arrangement agreement dated September 25, 2025.
About the Company
UBERDOC Health Technologies Corp. is an innovative healthcare marketplace connecting patients with top physicians with no referral, no insurance barriers, and no hidden costs. With more than 5,000 specialist physicians and clinicians across 55 specialties in the U.S., the Company empowers patients to access care quickly and affordably while giving doctors greater control over their time, revenue, and practice growth. The Company is not owned by, affiliated with, or sponsored by Uber Technologies, Inc.
Additional Information
None of the securities issued in connection with the Transaction will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.
For further information, please contact:
Sean Kearney, Chief Executive Officer
UBERDOC Health Technologies Corp.
Phone: +1 508 319 9712
Email: sean@uberdocs.com
Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the business plans of the Company and the listing of the Company on the CSE.
Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, that the Company will begin trading on the CSE on March 18, 2026 and that there will be no adverse changes in applicable regulations or CSE policies that impact the Transaction.
Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation, that the completion of the Transaction may be adversely impacted by changes in legislation, changes in CSE policies, political instability or general market conditions, risks relating to the current global trade war, the Company may require additional financing from time to time in order to continue its operations, or financing may not be available when needed or on terms and conditions acceptable to the Company.
Such forward-looking information represents the best judgment of the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.
Neither the CSE nor its Market Regulator accepts responsibility for the adequacy or accuracy of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288711
Source: UBERDOC Health Technologies Corp.
