Ellipsiz Communications Taiwan Ltd entered into a non-binding letter of intent to acquire NXA Inc. (TSXV:NXI.H) in a reverse merger transaction on April 8, 2015. Ellipsiz will consummate a private placement of securities for aggregate proceeds of at least $1 million. Upon completion, shareholders Ellipsiz Communications will hold approximately 89.29% shares, shareholders of NXA will hold approximately 2.60% shares and the investors will hold approximately 8.11% of the issued and outstanding shares of the combined entity. Definitive share exchange agreement is expected to be signed on June 9, 2015. Upon completion of the transaction, NXA will become a Technology Issuer and will be renamed to a name to be determined.

The Board of Directors of the combined entity will consist of Michael Koh (Chairman), Sam Tan, Hans Chang, Elliott Jacobson and Grant Sawiak. Upon completion of the transaction, the current directors and officers of NXA will resign. Completion of the transaction is subject to parties entering into the definitive agreement, completion of financing, completion of satisfactory due diligence, approval of the shareholders and Directors of each of NXA and ECTW, approval of the Exchange and other relevant regulatory authorities. The transaction is expected to close by July 31, 2015.

Ellipsiz Communications Taiwan Ltd entered into a business combination agreement to acquire NXA Inc. (TSXV:NXI.H) in a reverse merger transaction on September 21, 2015. Upon completion, shareholders Ellipsiz Communications will hold approximately 88.6% shares, shareholders of NXA will hold approximately 1.4% shares and the investors will hold approximately 10% of the issued and outstanding shares of the combined entity. Ellipsiz Communications will also pay NXA an exclusivity fee in cash of CAD 0.18 million. The combined company will operate under the name of Ellipsiz Communications Ltd. Ellipsiz will also complete a private placement of 0.11 million subscription receipts. The transaction is also subject to listing on exchange, financing obtained by Ellipsiz Communications. NXA will hold a shareholder meeting on November 2, 2015 to discuss the transaction. The transaction is expected to close by November 2, 2015 and can be extended till November 16, 2015. On October 29, 2015, Ellipsiz completed a private placement of 0.11 million subscription receipts. An application with the Taiwan Investment Commission (TIC) for approval has to be filed with respect to the transaction. Notification from TIC as to its decision is not expected to be received until the week of November 23, 2015. The transaction is scheduled to close without prior formal TIC Approval on November 4, 2015. Paul Van Damme of Wildeboer Dellelce LLP acted as legal advisor to NXA. Computershare Trust Company of Canada acted as registrar and transfer agent to NXA. Grant Sawiak of Fogler, Rubinoff LLP acted as legal advisor to Ellipsiz. Altus Securities acted as sponsor for Ellipsiz for a fee of $50000. Wildlaw Capital Markets Inc. acted as financial advisor to NAX for a fee that shall be an amount to be determined between $100,000 and $125,000. A portion of the WCM transaction fee shall be paid to Paul Van Damme. Computershare Investor Services Inc. acted as depositary for NAX.

Ellipsiz Communications Taiwan Ltd completed the acquisition of NXA Inc. (TSXV:NXI.H) in a reverse merger transaction on November 4, 2015. Holders of Ellipsiz shares received post-consolidation common shares of NXA on the basis of 143 post-Consolidation Common Shares for each one Ellipsiz share outstanding immediately prior to the closing of the transaction. On closing, former Ellipsiz shareholders received and owned 159.14 million common shares of NXA Inc. out of the total, post consolidation and the completion of this deal, 161.39 million common shares, leading to change of control. Fen-Lin Huang Lin will hold 17.16 million shares post consolidation.

The business of Ellipsiz Communications Taiwan Ltd will be carried on under the name of Ellipsiz Communications Ltd. The common shares are expected to commence trading on the exchange under the ticker symbol “ECT” shortly after the Exchange provides its final approval and issues its final exchange bulletin confirming the completion of all conditions to listing, which is expected during the week of November 23, 2015.