Xybion Corporation entered into a letter of intent to acquire Gravitas One Capital Corp. (TSXV:GONE.P) in a reverse merger transaction for CAD 10.9 million on May 26, 2021. Xybion Corporation entered into a definitive agreement to acquire Gravitas One Capital Corp. in a reverse merger transaction on August 6, 2021. In accordance with the terms of the transaction, it is contemplated that Gravitas and Xybion, both will consolidate their share capital at a defined consolidation ratio, and the securityholders of Xybion will receive one resulting issuer share in exchange for each outstanding Xybion share and subscription receipt. Gravitas One intends to consolidate its shares on a 10.65-to-1 basis immediately prior to the closing of the transaction; and Xybion intends to consolidate its shares on a 2.95-to-1 basis immediately prior to the closing of the transaction. Upon completion of the transaction, the securityholders of Xybion will hold approximately 508,475 class B proportionate voting shares, representing approximately 97.1% of the voting rights attached to Resulting Issuer Shares. Following completion of the transaction, the securityholders of Xybion will hold, directly or indirectly, a significant majority of the outstanding resulting issuer shares. The shareholders of Xybion and the subscribers for subscription receipts will own, respectively, 97.1% and 1.3% of voting rights attached to shares of the Resulting Issuer, for aggregate ownership of 98.4% of the Resulting Issuer. In connection with the completion of the transaction, the resulting issuer intends to seek the listing of its to be authorized subordinate voting shares or such other shares determined by on the Exchange. Upon completion of the transaction, it is anticipated that the resulting issuer will be listed on the Exchange under the name ‘Xybion Digital Inc.' In connection with completion of the transaction, Xybion or an affiliate of Xybion intends to complete a brokered private placement financing of subscription receipts through a syndicate of agents to be led by Stifel GMP (Subscription Receipt Financing).

Board of directors and officers of the resulting issuer will consist of Peter Bailey, Lead Director; William Cheliak, Director; Mary LeBlanc, Director; John McCoach, Director; Pradip Banerjee, Chair, Chief Executive Officer and Director; Kamal Biswas, President and Chief Operating Officer; and Steven L. Porfano, Chief Financial Officer and Corporate Secretary. The transaction is subject to approval of the listing of the resulting issuer shares, the receipt of regulatory approval, including the approval of the TSXV, the approval by the Gravitas One shareholders along with all other all necessary regulatory and third-party consents and other customary matters. The transaction is also subject to a number of conditions including, but not limited to, the completion of satisfactory due diligence, entering into of a definitive agreement between the, completion of the subscription receipt financing, approval of the Exchange and satisfaction of other closing conditions. The transaction will not be subject to shareholder approval. A meeting of Gravitas shareholders will be held prior to the closing of the transaction to obtain shareholder approval for, among other things: (i) the Gravitas One Consolidation; (ii) the amendment to the articles of Gravitas One to create classes of subordinate voting shares and multiple voting shares or such other share classes as determined by Xybion; (iii) the changing of the name of Gravitas One to “Xybion Digital Inc.” or such other name as determined by Xybion; and (iv) such other matters as the parties may deem necessary. Gravitas One will hold an annual general and special meeting of shareholders on September 20, 2021. Gravitas One Capital shareholder approved the transaction on November 9, 2021. As of November 10, 2021, the transaction is expected to close on or about November 15, 2021. Fasken Martineau DuMoulin LLP acted as legal advisor to Xybion Corporation.

Xybion Corporation completed the acquisition of Gravitas One Capital Corp. (TSXV:GONE.P) in a reverse merger transaction on November 15, 2021. The resulting issuer, Xybion Digital Inc. and its class A subordinate voting shares (“SVS”) are anticipated to start trading on the TSX Venture Exchange on November 18, 2021, under the stock symbol “XYBN”. In connection with the Qualifying Transaction, the auditor of Xybion, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., has been appointed the auditor of the Resulting Issuer. Troutman Pepper Hamilton Sanders LLP acted as U.S. counsel to Xybion. DuMoulin Black LLP acted as legal counsel to GONE.