Bioxyne Limited (ASX:BXN) entered into a binding term Sheet to acquire Breathe Life Sciences Pty Ltd for AUD 32 million on December 19, 2022. As per the terms, Bioxyne Limited will issue 1,230,000,000 shares as a consideration. Transaction is subject to conditions precedent including due diligence, all BLS shareholders entering into binding long form share sale agreements, Shareholder, any necessary regulatory and third party approvals. On March 20, 2023, Bioxyne executed the long form Sale and Purchase Agreement with BLS? majority shareholders. Completed due diligence confirms the synergies between the Bioxyne and BLS. The Bioxyne and BLS have commenced formulating a combined business development growth strategy for post-acquisition. Other conditions precedent to completion include, The remaining minority BLS shareholders acceding as parties to the SPA, New employment agreements for key BLS employees, including appropriate restraints and No material adverse change occurring in relation to Breathe Life Sciences. BXN and BLS will work together, in good faith, to satisfy the remaining conditions precedent by May 31, 2023 to implement the proposed transaction. If the conditions precedent are not satisfied (or waived) by this date, then unless the Long Stop Date is extended by agreement, either party may terminate the SPA and the proposed transaction. As of May 5, 2023, Bioxyne received shareholder approval for the acquisition of BLS.

Bioxyne Limited (ASX:BXN acquired Breathe Life Sciences Pty Ltd on May 19, 2023. Bioxyne has completed the acquisition of Breathe Life Sciences following shareholder approval, due diligence and the satisfaction of all conditions precedent. BLS's Sam Watson (Chief Executive Officer) and Jason Hine (Chief Operating Officer) will be appointed to the Board of Directors.