Tevano Systems Holdings Inc. (CNSX:TEVO) signed a non-binding letter of intent to acquire Illuria Security, Inc. for $3 million on August 8, 2021. Tevano Systems Holdings Inc. executed an agreement and plan of merger to acquire Illuria Security, Inc. for $0.93 million on December 15, 2021. As per the transaction, Tevano Systems Holdings Inc. will issue 20 million shares to the existing shareholders of acquire Illuria Security, Inc. out of which 20% of the Transaction Shares on the closing date of the Transaction, 40% of the Transaction Shares on achievement of audited revenue of $7 million derived from the intellectual property or business of Illuria Security, Inc. for the fiscal year ended 2022 and 40% of the Transaction Shares on achievement of audited revenue of $20 million derived from the intellectual property or business of Illuria Security, Inc. for the fiscal year ended 2023. Pursuant to the terms of the agreement and plan of merger which is executed on December 15, 2021, Tevano Systems Holdings Inc., will pay 10 million common shares to the existing security holders of Illuria. Tevano Systems Holdings Inc. will arrange a private placement to raise on a best efforts basis up to $2.4 to fund the business of Illuria Security, Inc. which may be funded in one or more offerings (tranches) as agreed to by the parties (the “Transaction Financings”). The terms of the Transaction Financings are to be determined on a tranche by tranche basis. After completion of the transaction Illuria Security, Inc. will become a wholly-owned subsidiary of Tevano Systems Holdings Inc. As part of the Transaction, Tevano Systems Holdings Inc. agreed to add Chris Kiloyan (a nominee of Illuria) to its board of directors. Chris Kiloyan's appointment is subject to him being cleared by the Exchange as suitable for a public company board in Canada and also enter employment agreements with certain key employees of Illuria Security, Inc. The transaction is subject to Tevano and the owners of Illuria negotiating and executing definitive documentation, the satisfactory completion of due diligence, Tevano Systems Holdings Inc.'s shareholder approval and receiving all other necessary consents and approvals, among other conditions typical for a transaction of this nature and is expected to close no later than December 31, 2021. In connection with the Transaction, Tevano Systems Holdings Inc. has agreed to pay a finder's fee to two finders consisting of 1 million common shares of Tevano Systems Holdings Inc. The Finders Shares will be subject to a four month hold period from the date of issuance. The Transaction Shares will be subject to a three-year voluntary pooling agreement and any resale restrictions as may be required by applicable securities laws and the policies of the Exchange.