Visionary Holdings Enters Into Investment Cooperation Agreement With Qingdao Xihai For Proposed $20M Strategic Investment For Qingdao Anti-Aging Project In Qingdao West Coast New Area, China

Visionary Holdings Inc. (NASDAQ:GV) ("Visionary" or the "Company") today announced that it has entered into an Investment Cooperation Agreement with Qingdao Xihai Rongke Enterprise Operation Management Co., Ltd. in connection with a proposed US$20 million strategic investment for the Company's Qingdao anti-aging project in Qingdao West Coast New Area, China.

Under the agreement, the parties plan to establish a project company to serve as the operating entity for the collaboration. The project company is expected to establish the "GV China Anti-Aging Research Center" in Qingdao West Coast New Area, with an initial focus on research and translational development in areas including cell therapy and biologics. In parallel, the project company is also expected to begin building out a "GV Anti-Aging Health Management Center" chain model in China, initially with a focus on the Shandong market and with the goal of introducing internationally aligned products and service standards.

According to the cooperation framework, the investor intends to make a total investment of no less than US$20 million into the project company in two phases. The initial phase is structured around three milestone-based payments: 30% upon establishment of the project company and opening of its capital account, 40% upon completion of renovation of the research center and installation of equipment, and the final 30% after the first flagship center opens and generates its first month of operating data. A second-phase investment of US$10 million is contemplated subject to the Company's subsequent development progress.

In addition to the proposed investment, the agreement provides for a range of implementation-related support measures, including coordination of local resources in Qingdao West Coast New Area, provision of preferential office and R&D space, talent housing support, assistance with business registration, foreign investment filings, environmental review, and healthcare-related qualification approvals, as well as joint development of a Sino-U.S. international life sciences incubator intended to attract upstream and downstream participants.

The agreement also outlines an initial investment framework for valuation and ownership. Based on the parties' preliminary understanding, the project company's pre-investment valuation is expected to be determined with reference to the value of the Company's contributed intellectual property and cash capital, and, following the initial US$10 million phase of investment, the investor's equity interest is currently contemplated on a preliminary basis, with final ownership percentages to be determined in definitive transaction documents following appraisal and due diligence.

The project company is also expected to operate with exclusive and lawful technology authorization, with core management and technical personnel to be designated to support ongoing operations. The agreement also references operating and development targets, including the goal of achieving profitability for the first anti-aging center within one year following completion of the investment and the pursuit of a leading market position within two years.