Orcanos Limited entered into a letter of intent to acquire A-Labs Capital II Corp. (TSXV:ALAB.P) for CAD 10.4 million in a reverse merger transaction on September 15, 2021. Orcanos Limited entered into a definitive securities exchange agreement to acquire A-Labs Capital II Corp. in a reverse merger transaction on March 31, 2022. Pursuant to the Securities Exchange Agreement, ALAB will acquire all of the ordinary shares of Orcanos outstanding immediately prior to completion of the Transaction in consideration for the issuance of post-Consolidation common shares of ALAB at the exchange ratio of 3,189.793 Resulting Issuer Shares for each one (1) Orcanos Share. Under the terms of the transaction, A-Labs Capital II Corp. will issue, on a pre-consolidation basis, approximately 86,443,500 common shares in the capital of the company in exchange for the currently issued and outstanding Orcanos shares. The Transaction is conditional on Orcanos completing one or more private placement(s) for gross proceeds of a minimum aggregate of CAD 5.12 million and a maximum aggregate of CAD 7.68 million. In connection with closing, the convertible securities of Orcanos outstanding immediately prior to closing will either automatically adjust in accordance with their terms or will be replaced with equivalent convertible securities. Prior to, and as a condition to, the closing of the transaction, Orcanos proposes to complete a pre-listing financing and a concurrent financing. Upon completion of the Transaction, ALAB will change its name to “Orcanos Holdings Inc.” Current Directors and officers of A-Labs will resign from their respective positions and the Board will be reconstituted with four Directors, three of whom shall be nominated by Orcanos and one of whom shall be nominated by agreement between Orcanos and A-Labs. Upon completion of the Transaction, it is expected that Doron Cohen, will resign and the board of directors of the Resulting Issuer will be comprised of five (5) individuals, subject to acceptance by the Exchange: (i) Zohar Peretz; (ii) Rami Azulay; (iii) Doron Cohen; (iv) Sivan Hechter-Ungar and (v) such additional nominee as selected by Orcanos and acceptable to the Exchange. The management of the Resulting Issuer is expected to be Zohar Peretz (Chief Executive Officer and Secretary), Konstantin Lichtenwald (Chief Financial Officer), Rami Azulay (Chief Marketing Officer); and Gil Pry-Dvash (Chief Product Officer of Orcanos).

Closing of the transaction is conditional upon, among other things, receipt of all required regulatory, corporate, and third party approvals, including exchange approval, the negotiation and execution of the definitive agreement, satisfactory due diligence by both A-Labs and Orcanos, ALAB shareholders approval and completion of the pre-listing financing and concurrent financing. As of March 31, 2022, Exchange has conditionally approved the transaction. ALAB intends to hold an annual and special meeting of shareholders on May 4, 2022. As per the amending agreement the deadline to complete the transaction is extended from May 30 to June 30, 200. -Labs Capital II Corp entered into a second amending agreement to the security exchange agreement with Orcanos Ltd., effective July 4, 2022. The Second Amending Agreement extends the deadline for the completion of the Transaction from June 30, 2022, to September 30, 2022. A-Labs Finance and Advisory Ltd acted as financial advisor and TSX Trust Company acted as Transfer Agent and Registrar to Orcanos Limited. A-Labs Finance and Advisory Ltd will receive fees of $0.85 million (CAD 1.088102 million). TSX Trust Company served as transfer agent to A-Labs Capital II