Avisa Pharma, Inc. entered into a non- binding letter of intent to acquire Panorama Capital Corp. (TSXV:PANO.P) in a reverse merger transaction for $11.5 million on May 12, 2020. On June 17, 2020, Avisa Pharma entered into a binding merger agreement and plan of reorganization to acquire Panorama Capital in a reverse merger transaction. Pursuant to the agreement, Panorama will consolidate its common shares on the basis of 1 new Panorama Share for every 3 old Panorama Shares. As of October 2, 2020, the terms were amended. As per the amended terms, consolidation ratio for common shares is adjusted from a ratio of 3 to 1 to a ratio of 2 to 1. It is also anticipated that Avisa will split its common shares on the basis of 1.75 new Avisa shares for every 1 old Avisa shares. Upon completion, Panaroma shareholders are expected to hold 2,933,333 representing 4.8% of the resulting issuer shares, former Avisa Shareholders will hold 46,865,040 shares representing 77.2% of resulting issuer shares and subscribers under the Concurrent Financing holding approximately 18% of resulting issuer shares. In connection with the acquisition, Avisa has entered into an engagement letter with Haywood Securities Inc. pursuant to which the agent has agreed to act as lead agent in connection with a concurrent financing of CAD 7 million. The Concurrent Financing will be undertaken as a brokered private placement. In addition to proceeds from the Concurrent Financing, Avisa has also entered into a share subscription facility agreement with GEM Yield Bahamas Ltd. and GEM Global Yield LLC SCS. Upon completion, the surviving entity will be named as Avisa Holdings Inc. As per the merger agreement dated June 17, 2020, upon completion of the transaction, Panorama will change its name to “Avisa Diagnostics Inc.” (Resulting Issuer).

All of the existing directors and officers of Panorama, other than Michael Thomson, will resign and the management and Board of Directors of the Resulting Issuer will include David S. Joseph, Matt Culler, Graham Timmins, David Karshmer, Lisa Danzig, Brian Birk, William Miller, J. Chuck Morrison, Thomas Morse and Michael G. Thomson. David S. Joseph will be the Chairman, President and Chief Executive Officer, and Matthew Culler will be the Vice President, Chief Financial Officer and Corporate Secretary of the resulting issuer. The transaction closing is subject to execution of a definitive agreement on or prior to May 30, 2020, the completion of the concurrent financing, the approval by the Directors and shareholders of Panorama and Avisa, receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the exchange and the completion of satisfactory due diligence by each of the parties, the TSXV shall have approved the issuance of securities contemplated pursuant to the share subscription facility, and the resulting issuer common shares shall have been conditionally approved for listing on the TSXV. As per the amended terms, adding a condition to closing for the benefit of Panorama that the concurrent financing being undertaken by Avisa in connection with the transaction will result in minimum aggregate gross proceeds to Avisa of $1.6 million, $1.4 million of which was raised by Avisa in the first tranche of the Concurrent Financing which closed on September 8, 2020. It is currently anticipated that the meeting of Panorama Shareholders will be held in the third quarter of 2020. As per the terms, extending the outside date for the completion of certain matters contemplated in the Amalgamation Agreement from September 30, 2020 to January 6, 2021. Keith Inman of Pushor Mitchell LLP acted as legal advisor to Panorama Capital. Raj Dewan of McMillan LLP acted as legal advisor to Avisa Pharma.