2591046 Ontario Corp. entered into a binding letter of intent to acquire Dragonfly Capital Corp. (TSXV:DRC.H) in a reverse merger transaction on May 8, 2019. Pursuant to the transaction, a wholly-owned subsidiary of Dragonfly will amalgamate with 2591046 Ontario Corp. to form a newly amalgamated company and former 2591046 Ontario Corp. shareholders will receive one post-consolidation Dragonfly share. Consolidation 2591046 Ontario Corp. share held and newly amalgamated company will become a wholly-owned subsidiary of Dragonfly. As a result, Dragonfly Capital Corp. will indirectly carry on the business of 2591046 Ontario Corp. and will change its name to ‘Future Fertility Inc.’ The common shares of the resulting issuer will, subject to the approval of the TSXV, be listed for trading on the TSXV. It is anticipated that the resulting issuer will be listed as a Tier 2 life sciences issuer. In order to align the value of the Dragonfly shares and 2591046 Ontario Corp. shares, the Dragonfly shares will be consolidated at a ratio of 10.8740 pre-consolidation shares for every 1 post-consolidation Dragonfly share, resulting in 1.5 million post-consolidation Dragonfly shares being issued and outstanding. In connection with the Transaction, each option will be exchanged for a resulting issuer option on the same terms and conditions as the prior option other than each two options will now be exercisable to receive one post-consolidation Dragonfly share. In addition, each warrant will remain outstanding and each two warrants will be exercisable for one post-consolidation Dragonfly share on the same terms. In connection with the transaction, Dragonfly will be seeking shareholder approval of the Dragonfly consolidation, the name change and setting the new number of Directors at six. 2591046 Ontario Corp. will be seeking shareholder approval with respect to consolidation and the amalgamation. The letter of intent will automatically terminate if a definitive agreement is not entered into by May 31, 2019, subject to any mutually agreed extension. Upon completion of the transaction, it is anticipated that the current Directors and officers of Dragonfly Capital Corp. will resign and the proposed Board of Directors of the resulting issuer will include six Directors. It is anticipated that Rene Bharti will be appointed as Executive Chairman, James Lanthier as Chief Executive Officer, Olga Balanovskaya, as Chief Financial Officer and Neil Said as Corporate Secretary. Completion of the transaction is subject to a number of conditions including, satisfactory due diligence reviews, execution of the definitive agreement, requisite shareholder approvals, receipt of all requisite regulatory approvals including approval from TSXV, completion of the concurrent private placement offering for minimum gross proceeds of CAD 2.5 million, and no material adverse changes, among others. The transaction is also subject to the sponsorship requirements of the TSXV, unless an exemption from the sponsorship requirement is available or a waiver is granted. The transaction has been unanimously approved by the Board of Directors of Dragonfly and 2591046 Ontario Corp. Closing of the transaction is expected to occur on or before August 30, 2019.