Entheon Announces Letter of Intent with Nutravisor Inc.

Executive Summary

• Entheon Biomedical Corp. has signed a binding Letter of Intent to acquire all outstanding common shares of Nutravisor Inc., valuing the transaction at approximately $40 million (post‑consolidation).
• The deal will be effected via a share exchange, with Entheon issuing 53,333,333 shares at $0.75 per share and completing a 6.93:1 reverse split; a $500,000 finder’s fee is also payable.
• Closing is targeted on or before 30 Mar 2026, subject to regulatory, shareholder and CSE approvals; a concurrent private placement of up to $5 million may be completed by Nutravisor prior to closing.

Key Details

• Transaction Structure: Share exchange/merger/amalgamation (final form pending definitive agreement).
• Consideration: 53,333,333 Entheon shares @ $0.75 each → ≈ $40 M aggregate consideration (post‑consolidation).
• Share Consolidation: Entheon to execute a 6.93:1 reverse split; post‑split value allocated to existing Entheon shareholders = $1.5 M.
• Finder’s Fee: $500,000 payable in connection with the transaction.
• Concurrent Offering: Nutravisor may raise up to $5 M via private placement on terms not lower than the current discounted market price of Entheon shares (post‑consolidation). Securities from this offering will be exchanged for Entheon shares on the same terms as the main transaction.
• Break Fee: Mutual break fee of $40,000 if either party terminates the LOI under specified circumstances.
• Management & Governance: Post‑closing, Nutravisor’s management team will lead the combined entity; all but one Entheon director will resign and the board will be reconstituted with directors nominated by Nutravisor.
• Name Change: Entheon intends to change its corporate name concurrent with closing, subject to regulatory approval.
• Regulatory Conditions: Completion requires satisfactory due diligence, shareholder approvals, CSE acceptance, listing approval, delivery of financial statements, and no material adverse changes.
• Fundamental Change: The transaction qualifies as a “Fundamental Change” under CSE Policy 8; trading in Entheon’s common shares will be halted pending CSE review.
• Timeline: Definitive Agreement expected January 2026; closing targeted on or before 30 Mar 2026.

Notable Quotes

• “Nutravisor is thrilled to move forward with this transaction… help Nutravisor achieve its goal in becoming a global leader…” – Max Krangle, CEO, Nutravisor
• “We see this transaction as an excellent opportunity for the ENBI shareholders and look forward to a bright future with Nutravisor.” – Timothy Ko, CEO, Entheon

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All forward‑looking statements are subject to risks and uncertainties detailed in the release.