Novoheart Holdings Inc. (TSXV:NVH) entered into a definitive agreement to acquire Xellera Therapeutics Limited from Ruby Fame Limited, Marine Bridge International Limited and Ronald Li for CAD 32.6 million on May 27, 2019. As part of the consideration, Novoheart will issue 93 million common shares at closing. Novoheart's liquidity will be expected to become significantly enhanced through an access to approximately CAD 22.5 million cash on XT's balance sheet. It is expected that Katherine Ngan and Roger Ngan, two of the founders of XT, will join Novoheart's Board on closing. Post completion on July 8, 2019, Novoheart Holdings Inc. has appointed Ngan Ng Yu Ying and Ngan Chi Wing has been appointed as new Director tot he Board of Directors of Novoheart Holdings Inc. The acquisition will be subject to approval by Novoheart's shareholders at a special meeting of shareholders expected to occur in late June 2019; the agreement, the transactions and the issuance of purchaser shares contemplated hereby shall have been approved by the TSX-V; the corporation will have a minimum of HKD 135 million (CAD 23.2 million) of cash on hand and no indebtedness for borrowed money; each of Godfrey Chan, Marc Turner, Paul Tam and Roger Hajjar shall have entered into an employment agreement or consulting agreement with the Purchaser or one of its affiliates; resignation and mutual release executed by each of the Directors and officers of the Corporation in form and substance satisfactory to the Purchaser, acting reasonably; on the date of closing, the Board of Directors of Novoheart shall be increased by two persons and Katherine Ngan and Roger Ngan shall be appointed to the Board, to serve until the first shareholders meeting of Novoheart’s shareholders at which Directors are elected following the closing, provided that such individuals meet the Novoheart’s criteria of general application for director candidates and are acceptable to the TSX-V; lock-up agreements pursuant to which the common shares received as the consideration will be subject to restrictions on sale for a period of up to three years, with semi-annual vesting at 15%, 15%, 15%, 15%, 20% and 20%, respectively. The special committee unanimously determined that the acquisition is in the best interest of Novoheart and recommended to the Board of Directors of Novoheart that the final terms of the acquisition be accepted. The Board of Directors of Novoheart unanimously approved the proposed acquisition following its acceptance of the unanimous recommendation of the special committee and has recommended that shareholders of Novoheart vote in favor of the acquisition. The acquisition is expected to close in or about late June 2019. Novoheart appointed a special committee of independent directors to supervise, oversee and review the negotiation of the acquisition of XT given the related party nature of the acquisition. Evans and Evans, Inc. acted as the fairness opinion provider and valuator to the special committee. Joseph Garcia of Blake, Cassels & Graydon LLP acted as legal advisor to Novoheart Holdings. Novoheart Holdings Inc. (TSXV:NVH) completed the acquisition of Xellera Therapeutics Limited from Ruby Fame Limited, Marine Bridge International Limited and Ronald Li on June 28, 2019. Post completion, Katherine Ngan and Roger Ngan, two of the founders of Xellera Therapeutics Limited has joined Board of Directors of Novoheart Holdings Inc.