Impelus Limited (ASX:IMS) entered into heads of agreement to acquire Neocology Pty Ltd on November 18, 2022. Impelus Limited will issue approximately 65 million shares for consideration and also performance rights, which when combined with the Consideration Shares will represent 50.44% of the Company?s issued capital on a fully diluted basis. Each right entitles the holder upon conversion (subject to vesting) to one fully paid Share and is non-transferrable prior to vesting and conversion and No cash consideration is payable on the issue or exercise of a performance right.

The transaction is subject to completion of due diligence by each party on the other, If required, assignment of any intellectual property to L999, required to operate its business, Formal plan rules being agreed for the Performance Rights, The Company raising a minimum of AUD 8 million via Shares at a price no less than the notional price of the L999 Vendor Shares of AUD 0.10, the transaction is subject to shareholder approval for consolidation of shares, Service Agreements being entered for executive directors and senior management on terms acceptable to the parties, ? Each of the L999 Vendors entering into voluntary escrow deeds in respect of all Consideration Securities for a period of 24 months from their date of issue, The Company obtaining all other necessary ASX, regulatory and shareholder approvals required to complete the L999 Acquisition and the de-listing. The transaction is expected to complete on March 3, 2023.

As of November 28, 2022, Impelus wishes to advance its due diligence of the Neocology.