Cytophage Technologies Inc. entered into a letter of intent to acquire Cuspis Capital III Ltd. (TSXV:CIII.P) in a reverse merger transaction on May 31, 2023. Cytophage Technologies Inc. entered into an agreement to acquire Cuspis Capital III Ltd. (TSXV:CIII.P) in a reverse merger transaction on November 6, 2023. Pursuant to the Transaction, 4.1534 divided by the Consolidation Divisor Post-Consolidation Cuspis Shares, will be issued in exchange for outstanding common shares of Cytophage (such ratio being the ?Exchange Ratio?). The Value of Cytophage is established at CAD 40.2 million, or CAD 0.95 per share. The value of Cuspis has been established at CAD 8.050 million, or CAD 0.23 per (pre-Consolidation) share. Cuspis shareholders will own between 15.1% of the resulting issuer (if the maximum Concurrent Financing is raised), and 15.7% of the resulting issuer (if the minimum Concurrent Financing is raised). It is currently anticipated that, immediately prior to the completion of the Transaction, Cuspis will effect a share consolidation (the ?Consolidation?) on a basis to be determined, where the number of shares to be consolidated for each share (the ?Consolidation Divisor?) is anticipated to be between 2 and 5. Cytophage will complete a private placement of equity securities for gross proceeds of a minimum of CAD 3 million and a maximum of CAD 5 million (the ?Concurrent Financing?). Upon completion of the Transaction, the parties intend for the following individuals to comprise the board of directors and management of the Resulting Issuer, while Cuspis will, at its option, nominate a 6th director, acceptable to Cytophage: Steven Theriault, Harold Wolkin, Robert Gabor, Shantha Kodihalli and Andy Hurley. Cytophage?s current management team includes: CEO: Steven Theriault, CFO: Michael Graham and President: Heather Medwick. Completion of the Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, approval of certain matters by the holders of the Cuspis Shares, and other customary conditions including: completion of the Concurrent Financing, receipt of all director, shareholder and requisite regulatory approvals, Listing of the Resulting Issuer Shares, definitive agreement and completion of the consolidation.

PI Financial Corp acted as financial advisor to Cytophage. McGovern Hurley acted as accountant to Cuspis. TSX Trust Company acted as transfer agent to Cuspis. Dale Matheson Carr-Hilton Labonte acted as accountant to Cytophage.