SymptomSense, LLC signed a letter of intent to acquire Nexco Resources Inc. (CNSX:NXU) for CAD 10.6 million in a reverse merger on November 30, 2020. Consideration consists of the issuance of 13 million consideration shares on the closing and the issuance of up to 40 million consideration shares as a post-closing revenue earn-out which includes issuance of 10 million consideration shares upon the company achieving CAD 10 million in "Target Revenue" within 24 months following the closing, issuance of 10 million consideration shares upon the company achieving CAD 20 million in target revenue within 24 months following the closing, issuance of 10 million consideration shares upon the company achieving CAD 25 million in target revenue within 24 months following the closing and issuance of 10 million consideration shares upon the company achieving CAD 50 million in Target Revenue within 24 months following the closing. The consideration shares will be subject to a voluntary escrow agreement (the "Escrow Agreement"), to be effective as of the closing of the transaction.

Nexco intends to complete an unsecured bridge loan in the amount of CAD 2.58752 million ($2 million) to the SymptomSense and a non-brokered private placement of units of Nexco for aggregate gross proceeds of up to CAD 3 million at a price of CAD 0.15 per Unit. The net proceeds from the financing will primarily be used to advance the Bridge Loan to the SymptomSense. Upon completion of the transaction, the SymptomSense will become a wholly owned subsidiary of Nexco and Nexco will carry on the business of the SymptomSense.

Upon the closing, the Board of Directors of Nexco will be comprised of five directors, of which two will be nominees of Nexco, two will be nominees of SymptomSense, and one will be a nominee mutually agreed to by Nexco and SymptomSense. Nexco expects to pay a finder's fee of 1 million common shares of Nexco in connection with the transaction. Completion of the transaction remains subject to, among other things, satisfactory due diligence by the parties, entry into a definitive agreement, approval of the CSE, completion of the financing, approval of the shareholders of Nexco, if applicable, and other conditions which are customary for transactions of this nature.

The parties have agreed to enter into a definitive agreement on or prior to December 23, 2020, which would replace and supersede the letter of intent. Closing of the proposed transaction is expected to be on or before April 30, 2021.