OutCo Labs Inc. entered into a binding letter of intent to acquire Midasco Capital Corp. (TSXV:MGC.H) in a reverse merger transaction on April 25, 2019. The transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or series of transactions, resulting in Midasco Capital Corp., on closing, directly or indirectly acquiring all of the outstanding shares of OutCo in exchange for all of the issued and outstanding shares of the resulting issuer. The resulting issuer will issue economically equivalent replacement securities for OutCo's outstanding options and warrants. OutCo currently has approximately 160 million common shares issued and outstanding and other convertible securities outstanding convertible into an additional 3.6 million common shares of OutCo. Under the letter of intent OutCo, although not mandatory for completion of the transaction, intends to issue up to an additional 15.8 million shares of common stock. Upon signing of the letter of intent, OutCo will pay to Midasco CAD 0.03 million as a non-refundable deposit and in the event either party terminates this letter of intent, a break fee of CAD 0.05 will become payable to the other party subject to the terms of the letter of intent. In connection with the transaction, Midasco will be required to, among other things change its name to OutCo Labs Inc. or such other name acceptable to applicable regulatory authorities and continue its jurisdiction from BC to Canada on closing, consolidate its outstanding common shares such that the shareholders of Midasco retain an aggregate of 5 million common shares of the resulting issuer, reconstitute its existing directors and officers of Midasco on closing of the transaction with nominees of OutCo acceptable to the Canadian Securities Exchange (CSE) and settle Midasco's outstanding debt of approximately CAD 0.1 million via the issuance of common shares in Midasco prior to closing of the transaction, subject to regulatory approval. Completion of the transaction is subject to a number of conditions, which include receipt of all necessary shareholder and regulatory approvals, due diligence, the execution of definitive transaction documents and definitive approval of the listing of the common shares of the resulting issuer on the CSE. Closing of the transaction is expected to take place in the third quarter of 2019. As consideration for the introduction of OutCo to Midasco, a finder's fee in the amount of 0.7 million resulting issuer shares will be paid to an arm's length third party finder in connection with the transaction. OutCo Labs Inc. cancelled the acquisition of Midasco Capital Corp. (TSXV:MGC.H) in a reverse merger transaction on August 13, 2019. The letter of intent has been terminated by OutCo Labs Inc. who breached certain binding standstill terms of the letter of intent by signing a non-disclosure agreement and actively negotiating a term sheet with a third party.