Rebirth Analytics, Inc. entered into a binding agreement to acquire 0187279 B.C. Ltd. (279BC) in a reverse merger transaction on April 20, 2023. The resulting issuer that will exist upon completion of the Transaction will change its business to the current business of Rebirth. Pursuant to the terms of the Agreement, 279BC will effect a consolidation of its issued and outstanding common shares prior to the completion of the Transaction, that results in the issued and outstanding shares of the Company post-Share Adjustment being equal to 13% of the number of Resulting Issuer shares outstanding immediately following the Closing. In accordance with the terms of the Transaction, the holders of the issued and outstanding Rebirth Shares will be ssued one (1) Adjusted 279BC Share in exchange for every one (1) Rebirth Share held immediately prior to the Closing. As part of, and as a condition to the Closing, a private placement will be completed in Rebirth and/or a newly incorporated company formed to complete the financing to raise aggregate gross proceeds of a minimum of CAD 1.5 million at a price per share to be determined by Rebirth and 279BC. 279BC will have 13% stake in resulting issuer following the Closing. Upon the Closing, all 279BC's current directors and executive officers will resign and the board of directors and executive officers of the Resulting Issuer will be comprised of the nominees of Rebirth.

In addition to the completion of matters discussed herein, the completion of the Transaction is subject to a number of customary conditions, including: (i) completion of the Share Adjustment by the Company; (ii) completion of the Concurrent Financing; (iii) change of the Company's name to such name as determined by Rebirth in its sole discretion, in compliance with applicable laws; (iv) receipt of all required consents or approvals, including approval of the Canadian Securities Exchange (the “Exchange”); (v) completion of the Transaction on or before September 30, 2023, or such other date as may be agreed upon by the parties; (vi) no prohibition at law existing for completion of the Transaction; (vii) escrow agreements being entered into pursuant to the policies of the Exchange; (viii) approval of the Transaction and all matters related thereto require to be approved by the shareholders of 279BC and Rebirth.