mHealth Capital Corp. Announces Proposed Qualifying Transaction

mHealth Capital Corp. (the "Corporation") (TSX VENTURE:DOC.P), a capital pool
company, announces that it has entered into a letter of intent ("Letter of
Intent") dated January 17, 2012 with Heltheo, Inc., a U.S. (Illinois)
corporation ("Heltheo") with respect to the proposed acquisition of certain
specified assets (the "Assets") of Heltheo by the Corporation.


About the Assets to be Acquired:

Heltheo, the vendor of the Assets, carries on the business of research and
development of devices and services for delivering healthcare wirelessly, via
mobile devices such as Smartphones and tablets. The directors of Heltheo are
Burton Slotky, of Glencoe, Illinois, Michael Slotky, of Glencoe, Illinois and
Rudolph Russo of Pougkeepsie, New York. The President and Chief Executive
Officer of Heltheo is Howard Leventhal of Deer Park, Illinois.


The Assets include certain issued and provisional United States patent rights,
software and source code rights, certain manufacturing and production assets,
certain wireless network assets, trademarks, copyrights and domain
registrations. A summary of significant financial information respecting the
Assets will be provided in a further press release.


Terms of the Proposed Transaction:

The Letter of Intent contemplates that the Corporation will, subject to
acceptance by the TSX Venture Exchange (the "Exchange") and meeting other
regulatory requirements, issue a total of 4,750,000 post-transaction shares
("Transaction Shares") at a deemed price of Cdn.$0.20 in payment for all of the
Assets (the "Acquisition") for a total value of Cdn . $950,000. This value is
subject to obtaining an audited statement of development costs incurred in
relation to the Assets. If the final valuation is lower than Cdn.$950,000, the
number of Transaction Shares will be recalculated by dividing the final
valuation by Cdn.$0.20. The Transaction Shares will be distributed to the
shareholders of Heltheo. In addition, the Corporation will reimburse, Heltheo in
cash in the amount of US$130,000 for certain development expenses incurred by
Heltheo during 2011, which development expenses are to be audited.


Upon completion of the Qualifying Transaction, a consulting fee payable in
Common Shares at a deemed price of $0.20 per share will be paid to Loomac
Management Ltd. and will equal 3% of the issued shares of the Resulting Issuer
after giving effect to the issuance of the Transaction Shares. Assuming the
number of Transaction Shares remains unchanged, a total of 413,400 shares would
be issued for the consulting fee. Loomac Management Ltd., which is at arm's
length to the Corporation and Heltheo, provides co- ordination and guidance to
Heltheo in obtaining corporate financing.


Subject to Exchange acceptance, it is intended that the Acquisition will
constitute the Qualifying Transaction of the Corporation in accordance with
Policy 2.4 of the Exchange.


The Letter of Intent contemplates that the Corporation will raise, concurrently
with the closing of the Acquisition, a minimum of $1,500,000 and a maximum of
$4,000,000 (the Financing") by way of an offering of units of mHealth at a price
of $2,500 per unit (a "Unit"), each Unit consisting of 1,250 Common Shares at a
price of Cdn$0.20 per Common Share and one convertible debenture in the
principal amount of $2,250, with the principal amount due in 24 months, bearing
interest at the rate of 12% per annum and due and payable at maturity, and with
the principal amount convertible into Common Shares at $0.20 per Common Share.
If the Corporation enters into an engagement agreement with an agent in relation
to the Financing, the details will be announced in a subsequent press release.
The proceeds of the Financing will be used for working capital, product
development and product marketing.


The transaction contemplated in the Letter of Intent is subject to, among other
things, the following conditions:




1.  completion of due diligence by the Corporation and Heltheo, including
    but not limited to audit of the development costs of the Assets; 
2.  completion of the Financing; 
3.  entering into of a formal agreement; and 
4.  meeting all regulatory requirements, including approval of the Exchange,
    and meeting all conditions of the formal agreement. 



The proposed Qualifying Transaction will be at arm's length, and accordingly,
will not require approval by the majority of the minority shareholders of the
Corporation; however, detailed information on the Qualifying Transaction and the
Resulting Issuer (as defined in the Exchange policies) will be included in a
Filing Statement to be filed on SEDAR.


The Corporation will be required to engage a Sponsor in relation to the proposed
Qualifying Transaction. The name of the Sponsor and the details of the
Sponsorship will be announced in a further press release.


Management:

It is proposed that upon completion of the Qualifying Transaction, the directors
and officers of the Corporation will remain unchanged. These directors and
officers will be the only insiders of the Resulting Issuer. The following is a
description of the directors and officers of the Resulting Issuer:


President, Chief Executive Officer and Director

Jacques Boulet is President, Chief Executive Officer and a Director of the
Corporation. He has over 30 years' experience in various aspects of finance,
including banking, financial accounting, the securities and insurance industry,
and manufacturing. He is currently a broker with Equity Associates Inc. and
Qualified Financial Services, which provide financial advice to clients, and is
a financial coach with JC Mitchell Financial. He is also director of Stone
Investment Group Limited, a mutual fund which is a reporting issuer in Canada.
Mr. Boulet is Chair of the Audit Committee and a member of the Compensation and
Governance Committee of Stone Investment Group Limited.


Chief Financial Officer, Secretary and Director

Neil B. Ramsay is Chief Financial Officer, Secretary and a Director of the
Corporation. Mr. Ramsay holds a Bachelor of Commerce degree from the University
of Alberta, a Master of Accountancy from Bowling Green State University of Ohio,
and holds the professional designation of Chartered Accountant from the
Institute of Chartered Accountants of Alberta. Since November, 1983, Mr. Ramsay
has been a Chartered Accountant and President of Neil Ramsay Professional
Corporation.


Director

Massimiliano Brezzi is a Director of the Corporation. Mr. Brezzi is a
self-employed advisor. He is general partner of CVA Partners LP, a Delaware
limited partnership which operates from Burlingame, California and is a
California licensed lender to businesses. He was the founder and managing
director of Cantara (Switzerland) S.A. ("Cantara"), based in Geneva,
Switzerland, until February, 2011. Founded in 1997, Cantara manages a microcaps
fund whose primary objective is investing in small and micro capital companies
primarily in the United States. The fund invested in technology, biotechnology
and energy companies. He received Master in Law degree cum laude from the
University of Genoa, Italy in 1978. He obtained the qualifications to be
admitted to the Italian bar and is a Swiss and Italian citizen.


Director

Rene Branchaud is a Director of the Corporation. Mr. Branchaud is a lawyer with
the law firm of Lavery, de Billy, L.L.P., practicing in Montreal in the areas of
securities law, mergers and acquisitions and corporate law. He assists companies
on their incorporation, corporate structure, shareholders' agreements, private
placements, public offerings, stock exchange listings as well as dispositions
and takeovers. Mr. Branchaud serves on the board of directors and is corporate
secretary of several public companies and non-profit organizations. He also
serves on several committees of the board of public companies, including audit
committees, corporate governance committees and ad hoc committees created for
specific transactions such as mergers and take-overs. In addition, he advises
directors who sit on ad hoc committees. Mr. Branchaud received his Bachelor of
Laws from the Universite Laval in Quebec in 1982. Mr. Branchaud was admitted to
the Quebec Bar on November 30, 1983.


Trading will be halted until such time as the Qualifying Transaction is
completed and the Financing is closed.


Upon completion of the Qualifying Transaction, the Resulting Issuer will be
classified as a technology issuer on the Exchange.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


"This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities 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 state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available."


NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (as that
term is defined in the Policies of the TSX Venture Exchange) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.


Statements in this press release contain forward-looking information within the
meaning of applicable securities law. Forward-looking information is frequently
characterized by words such as "contemplates", "intends", "plan", "expect",
"project", "believe", "anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or "will" occur. In
particular, forward-looking information in this press release includes, without
limitation, statements with respect to: completion of the Acquisition; receipt
of all necessary regulatory and third party approvals, if applicable; and the
composition of the board of directors and management of the Resulting Issuer.
Readers are cautioned that assumptions used in the preparation of
forward-looking information may prove to be incorrect. Although the Corporation
believes that the expectations reflected in the forward-looking information is
reasonable, there can be no assurance that such expectations will prove to be
correct. The Corporation cannot guarantee future results, level of activity, or
performance of achievements. Consequently, there is no representation that the
actual results achieved will be the same, in whole or in part, as those set out
in the forward-looking information.


Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors (many of which are beyond the control of the
Corporation) that could cause actual events or results to differ materially from
those anticipated in the forward- looking information. Some of the risks and
other factors could cause results to differ materially from those expressed in
the forward-looking information include, but are not limited to: general
economic conditions in the United States, Canada and globally; the risks
associated with the selling and marketing of products; and exchange rate
changes. Industry related risks could include, but are not limited to: delays or
changes in plans; competition for, among other things, capital, acquisitions,
skilled personnel and supplies; governmental regulation of the health and
medical products; technical problems; the uncertainty of estimates and
projections of costs and expenses; unanticipated operating events or performance
which can reduce productivity; the need to obtain required approvals from
regulatory authorities; stock market volatility; liabilities inherent in
technology operations; access to capital; and other factors. Readers are
cautioned that this list of risk factors should not be construed as exhaustive.


The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. The Corporation undertakes no obligation
to update or revise any forward-looking statements to conform such information
to actual results or to changes in its expectations except as otherwise required
by Exchange Requirements and applicable securities legislation. Readers are
cautioned not to place undue reliance on forward-looking information.
Mhealth Capital Corp (TSXV:DOC.P)
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