Verde Bio Holdings, Inc. (OTCPK:VBHI) entered into a non-binding letter of intent to acquire SensaSure Technologies, Inc. (OTCPK:SSTC) in a reverse merger transaction on October 27, 2023. Verde Bio Holdings, Inc. entered into an agreement to acquire SensaSure Technologies, Inc. for $10.5 million in a reverse merger transaction on December 11, 2023. In consideration for the merger, Verde?s stockholders shall be entitled to receive from the SensaSure Technologies, shares of capital stock of the SensaSure Technologies based upon the exchange ratios. (each holder of Verde Bio Holdings Common Stock shall receive, in consideration for every 131 shares of Verde Bio Holdings stock, 1 Common Stock of SensaSure Technologies) (each holder of Verde Bio Holdings Series A Preferred Stock shall receive, in consideration for every 131 shares of Verde Bio Holdings stock, 1 Class A Preferred Stock of SensaSure Technologies) (each holder of Verde Bio Holdings Series C Preferred Stock shall receive, in consideration for every 131 shares of Verde Bio Holdings stock, 1 Class B Preferred Stock of SensaSure Technologies). On February 8, 2024, Formation Minerals and Verde Bio Holdings entered into an amendment to merger agreement pursuant to which, each holder of Verde Bio Holdings Common Stock shall receive, in consideration for every 273.5 shares of Verde Bio Holdings Common Stock, 1 share of SensaSure Technologies Inc. Common Stock; each holder of Verde Bio Holdings Series A Preferred Stock shall receive, in consideration for every 273.5 shares of Verde Bio HoldingsSeries A Preferred Stock, 1 share of SensaSure Technologies Inc. Class A Preferred Stock; and each holder of Verde Bio Holdings Series C Preferred Stock shall receive, in consideration for every 0.14 shares of Verde Bio Holdings Series C Preferred Stock, 1 share of SensaSure Technologies Inc. Class B Preferred Stock. As per revised terms, each holder of the common stock of Verde will be entitled to receive, for every 295 shares of Verde Common Stock, one share of common stock SSTC; each holder of Series A preferred stock (?Verde Series A Preferred Stock?) will be entitled to receive, for every 295 shares of Verde Series A Preferred Stock, one share of Class A preferred stock of SSTC (?SSTC Class A Preferred Stock?), and each holder of Series C preferred stock of Verde (?Verde Series C Preferred Stock?) will be entitled to receive, for every 0.15 shares of Verde Series C Preferred Stock, one share of Class B preferred stock.

The transaction has been approved by board of directors of both parties. The transaction is subject to both parties shareholders? approval, expiration of any applicable waiting period under any antitrust laws, receipt of requisite consents from governmental authorities to consummate the transactions, and receipt of specified requisite consents from other third parties to consummate the transactions, parties will have received a transition services agreement, in a form to be mutually agreed between the parties, validly executed for and on behalf of both parties and the effectiveness of the Proxy Statement, and, if applicable, the Registration Statement shall have been declared effective by the SEC. SSTC shareholders will hold a special meeting on May 9, 2024 to approve the merger related matters. On April 10, 2024, the Securities and Exchange Commission declared effective the Registration Statement on Form S-4 filed by SensaSure. SensaSure and Verde will each hold a special meeting of stockholders on May 9, 2024, respectively, for their respective stockholders of record as of April 1, 2024, to approve various matters in connection with the Merger. The transaction is expected to close in the first quarter of 2024. As of March 25, 2024, the transaction is expected to close in the second calendar quarter of 2024. As of April 24, 2024, the Merger is expected to close by May 31, 2024. Spartan Capital Securities LLC acted as financial advisor to Verde Bio. David Danovitch of Sullivan & Worcester LLP acted as legal advisor to Verde Bio special committee. The transfer agent and registrar for SSTC is VStock Transfer LLC. In consideration for services Spartan provided to Verde, an aggregate of 5,000,000 shares of SSTC common stock will be issued.