Scientus Pharma Inc. entered into a binding letter agreement to acquire RISE Life Science Corp. (CNSX:RLSC) for CAD 0.3 million in a reverse merger transaction on April 13, 2020. Under the terms of transaction, RISE shall issue to shareholders of record of Scientus CAD 25 million in common shares of the Resulting Issuer at a price of CAD 0.05 per Resulting Issuer Share.

Upon the closing of the transaction it is expected that current shareholders of RISE will hold approximately 19% of the Resulting Issuer Shares, existing shareholders of Scientus will hold approximately 67% of the Resulting Issuer Shares and the new shareholders as a result of the private placement financing will hold approximately 14% on a non-diluted basis. The resulting issuer that will exist upon completion of the transaction will continue to operate under the name RISE Life Science Corp. until a revised branding strategy is finalized.

The transaction is subject to approval of the transaction by the shareholders of RISE and Scientus, approval from Canadian Securities Exchange, successful completion by RISE of a minimum CAD 5 million private placement financing, satisfactory completion of the remaining due diligence on Scientus and conversion of all outstanding RISE convertible debentures.