Certain Worldwide Rights of NewGen Therapeutics, Inc. entered into a letter of intent to acquire Vincero Capital Corp. (TSXV:VCO.P) in a reverse merger transaction for CAD 6 million on May 22, 2020. As on August 28, 2020, Certain Worldwide Rights of NewGen Therapeutics, Inc. entered into a business combination agreement to acquire Vincero Capital Corp. (TSXV:VCO.P) in a reverse merger transaction on March 15, 2021. The letter of intent will be superseded and replaced with a binding definitive agreement. Vincero will acquire all of the issued and outstanding shares of Subco (NewGen will transfer the Technology to a subsidiary company to be incorporated by NewGen) from NewGen through issuance of 30 million common shares, with an aggregate value of CAD 6 million. The only shareholder of the resulting entity holding 10% or more of the issued and outstanding shares will be NewGen. Currently, Vincero has 15 million shares outstanding and upon closing of the transaction, and assuming completion of the minimum CAD 2.5 million under the financing, it is expected that there will be 59.5 million shares of the Resulting Issuer issued and outstanding. In a related transaction, NewGen have entered into a private placement of 12.5 million subscription receipts at a price of CAD 0.2 per receipt for gross proceeds for CAD 2.5 million. On closing, the Resulting Issuer will be listed on Tier 2 of the Exchange and will change its name to complement the business of the Resulting Issuer.

On Closing, it is anticipated that the Board of Directors of the resulting issuer shall consist of five directors where Dennis Brown will be appointed as President and a director of the Resulting Issuer, Jeffrey Bacha will be appointed as Director and Executive Chairman, Alfredo De Lucrezia, Vincero's current President, Chief Executive Officer and a director will remain a director, with additional directors as chosen by NewGen also to be appointed. Michael Liggett and Wang Shen will be appointed as Directors of the resulting issuer. As per amended filing, In connection with the Acquisition, all of the current directors and officers of Vincero, with the exception of Alfredo De Lucrezia (who will remain as a director but resign as an officer), will resign in favour of nominees of NewGen. NewGen's nominees for director, in addition to Alfredo De Lucrezia, are Jeffrey Bacha, Dr. Dennis Brown, and Michael Liggett, CPA. Jeffrey Bacha will be appointed Executive Chairman, Dr. Mads Daugaard will be appointed President and Chief Scientific Officer, John Langlands will be appointed as Chief Operating Officer, and David Hyman will be appointed Chief Financial Officer and Corporate Secretary. Leonard Post will serve as a board observer and liaison to the scientific advisory board.

A formal meeting of Vincero's shareholders to approve the transaction is not required. The transaction is subject to regulatory approvals including the approval of the TSXV, completion of the private placement, Dissent Rights shall have been exercised in respect of no more than 10 % of the issued and outstanding Subco Shares, receipt of NewGen's shareholder approval, each stock option of Vincero having been exercised or terminated, resignations and releases from all of the current directors and officers of Vincero, Vincero having a cash balance of not less than CAD 0.75 million, due diligence by NewGen and Vincero, NewGen of the maintenance of Vincero's listing on the TSXV, representations, warranties and covenants of each of Vincero and NewGen, as set out in the business combination agreement, being true and correct in all material respects at the closing of the transaction and receipt of any applicable approvals for the amalgamation by both NewGen and Vincero. As of March 12, 2021, the transaction was conditionally approved by the TSXV. As per filing on September 4, 2020, the transaction is expected to close on or before December 28, 2020. As of December 23, 2020, the transaction is expected to close on April 1, 2021. As per filing on March 19, 2021 the transaction is expected to close on or about March 25, 2021. Joseph Garcia of Blake, Cassels & Graydon LLP acted as legal advisor for NewGen and Glenn R. Yeadon of Tupper Jonsson & Yeadon acted as legal advisor for Vincero. Computershare Investor Services LLC acted as Depositary for Vincero.