SignalChem Lifesciences Corporation entered into a letter of intent to acquire Newmac Resources Inc. (TSXV:NER) in a reverse merger transaction on May 11, 2021.SignalChem Lifesciences Corporation entered into an agreement to acquire Newmac Resources Inc. (TSXV:NER) from 0979595 BC Ltd, Real Flourish Holdings Limited and others in a reverse merger transaction on February 16, 2022. At the effective time of the Amalgamation: (1) each SignalChem common share issued and outstanding immediately before the effective time of the amalgamation will be cancelled and, in exchange, each holder thereof will receive 3.5639 Resulting Issuer common shares for each SignalChem common share previously held; (2) each Newmac common share issued and outstanding immediately before the effective time of the Amalgamation will be exchanged for one amalgamated company common share; (3) as consideration for the issuance of the Resulting Issuer common shares in connection with the Amalgamation, the amalgamated company will issue to Resulting Issuer one n amalgamated company common share for each Resulting Issuer common share issued. SignalChem has granted options to acquire an aggregate of 3,306,100 SignalChem common shares and such options will roll-over into options to acquire 11,782,610 Resulting Issuer common shares based on the Share Exchange Ratio.

SignalChem has also issued warrants to acquire an aggregate of 171,428 SignalChem common shares and such warrants will roll-over into warrants to acquire 610,952 Resulting Issuer common shares based on the Share Exchange ratio. Concurrent with Closing, the Company proposes to undertake a private placement of its securities to raise CAD 10,000,000. The proceeds from the Financing will be used by the resulting issuer to develop its business.

In conjunction with the closing of the Transaction, Newmac will change its name to “SignalChem Lifesciences Corporation”. The Resulting Issuer will be an Industrial/Technology/Life Sciences issuer under the policies of the Exchange. Concurrent with the completion of the Transaction, the board of directors of Newmac will be reconstituted and will be comprised of up to seven directors and they will be as Jun Yan as Chief Executive Officer & Director, Gong (Michael) Chen as Chief Financial Officer, Zaihui Zhang as Chief Scientific Officer, Ka Ho (Jeff) Wu as Director Upon completion of the Transaction, the board of directors of the Resulting Issuer is expected to consist of six members as follows: Jun Yan, Antonius (Toni) Schuh, Yu (Dennis) Xia, Ariel Lowrier, Brian Causey and Hanxin (Harrison) Wu.

Of these six directors, four are expected to be independent directors: Schuh, Xia, Lowrier and Causey. As the current size of the board of directors of Newmac is three members, Newmac expects to enlarge the board size to six members at its shareholders' meeting expected to be held in the first half of 2022. Upon completion of the Transaction, the management of the Resulting Issuer will consist of the following: Jun Yan as Chief Executive Officer, Gong (Michael) Chen as Chief Financial Officer, and Zaihui Zhang as Chief Scientific Officer and Vice-President, Research Development.

Pursuant to the agreement, the material mutual conditions precedent include: (1) shareholders of Newmac and SignalChem approving the transaction; (2) the Exchange conditionally accepting the transaction; (3) obtaining all other requisite consents and approvals to complete the agreement and the Amalgamation; (4) not having dissent rights with respect to the Amalgamation exercised by SignalChem shareholders representing 5% or more of the SignalChem shares; (5) SignalChem completeing the Concurrent Financing; and (6) Newmac entering into the Debt Settlement. As conditions to the Closing, each of Jun Yan and Zaihui Zhang shall have executed employment or consulting agreements with the Resulting Issuer, or any of its subsidiaries, for a minimum term of five years.