Medinex Limited (Catalist:OTX) entered into a binding term sheet to acquire the entire issued and paid-up share capital of Carlin Management Services Pte Ltd from Lee Lay Lian on March 2, 2022. Medinex Limited (Catalist:OTX) entered into a sale and purchase agreement to acquire Carlin Management Services Pte. Ltd from Lee Lay Lian for SGD 3 million on March 25, 2022.

The Consideration shall be satisfied in the following manner: (a) SGD 0.3 million in cash, upon signing of the SPA, less the Deposit of SGD 0.03 million which was paid by the Company to the Seller upon the signing of the Term Sheet on March 2, 2022; (b) SGD 2.1 million in cash upon the legal completion of the SPA and (c) a deferred payment of SGD 0.6 million to be satisfied by the issuance of 2,666,667 new share in the Company to the Seller and/or her nominee as she may direct, at an issue price of SGD 0.225 per Consideration Share, which is equivalent to the volume weighted average price of the Company's shares on the last trading day of the Company's shares on the SGX-ST prior to the signing of the SPA. The deferred payment of SGD 0.6 million is subject to profit guarantee. It is a fundamental term of the SPA that the Seller shall guarantee that CMS shall have a cumulative net profit after tax of at least SGD 1.8 million (“Profit Guarantee”) over a three-year period with effect from the Completion Date.

The Company intends to use its internal resources to finance the Cash Portion of the Consideration. Subject to satisfactory due diligence, the Company shall acquire the entire issued and paid-up share capital of Carlin Management Services Pte Ltd, and as a condition precedent, all the existing business in Carlin Management Consultants Pte Ltd and Carlin Corporate Services Pte Ltd is to be transferred to CMS 10% of the Consideration shall be satisfied in cash upon signing of the SPA, 70% of the Consideration shall be satisfied in cash upon the legal completion of the Proposed Transaction and up to 20% of the Consideration shall be satisfied by way of issue and allotment of shares in the capital of the Company at an agreed issue price of SGD 0.225 Consideration Share upon the fulfilment of the Profit Guarantee.