Thiogenesis Therapeutics, Inc. entered into a non-binding letter of intent to acquire Rozdil Capital Corporation (TSXV:ROZ.P) in a reverse merger transaction for CAD 4.5 million on October 23, 2020. Thiogenesis Therapeutics, Inc. entered into a definitive securities exchange agreement to acquire Rozdil Capital Corporation in a reverse merger transaction on February 8, 2021. The transaction may be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed upon by the parties, and effectively a reverse takeover transaction. For the purposes of the acquisition, it is intended that the existing security holders of Thiogenesis will receive 10.77 million common shares at a deemed price of CAD 0.35 per share and 2 million units of Rozdil at a deemed price of CAD 0.35 per unit, in exchange for 100% of the securities of Thiogenesis. Subject to due diligence and the satisfaction of certain conditions, Thiogenesis is contemplating a pre-acquisition financing through the issuance of convertible debentures for gross proceeds of up to CAD 0.35 million. The pre-financing convertible debentures will be converted into 1 million common shares of the resulting issuer at a deemed price of CAD 0.35 per share upon closing of the transaction. Upon closing of the transaction and assuming the completion of the minimum raising of CAD 3.5 million under the Financings, the former securityholders of Thiogenesis Therapeutics (including the Bridge Financing security holders) will own approximately 50.52% and the current shareholders of Rozdil will own approximately 17.8%. The common shares of the Resulting Issuer ("Resulting Issuer Shares") will be listed for trading on the Exchange. The resulting entity will be named "Thiogenesis Therapeutics Inc." or such other name as may be reasonably determined by Thiogenesis, and subject to shareholder approval. Upon successful completion of the transaction, Rozdil will be listed on the Exchange as a tier 2 issuer under the industrial or technology or life sciences industry segment. As of July 27, 2021, Rozdil announced to increase the size of the non-brokered concurrent financing from 8 million special warrants to 10 million special warrant.

On completion of the transaction, it is anticipated that the Board of Directors of the 'resulting issuer' will consist of 5 directors of which 2 directors will be nominated by Rozdil and 3 directors by Thiogenesis. So far, the only identifiable board member is Patrice Rioux, as the Chairman. The remaining four board members will be decided upon and disclosed in the binding documentation. In regard to management, Patrice Rioux will serve as the Chief Executive Officer and Chief Medical Officer. The Chief Financial Officer and other officers will also be disclosed in the final documentation for the qualifying transaction. The following will serve as the initial directors and officers of the Resulting Issuer: Patrice P. Rioux (Director and Chief Executive Officer); Christopher M. Starr (Director and Chair of the Board); W. Hogan Mullally (Director); Kim Tsuchimoto (Director) and Brook G. Riggins (Director, Chief Financial Officer and Secretary).

The transaction is subject to the parties successfully entering into a definitive business combination agreement in respect of the acquisition. The completion of the transaction is also subject to a number of other conditions, including but not limited to: completion of customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, Exchange approval, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained from the parties, including approval of the shareholders of Thiogenesis for the acquisition, the approval of shareholders of Rozdil will not be required for the acquisition but will be required for certain ancillary matters prior to closing of the acquisition, certain corporate matters related to the acquisition, and the parties shall complete an equity financing, including the pre-financing, and Thiogenesis Therapeutics, Inc. shall have delivered audited financial statements. It is the intention of the parties to complete the definitive agreement in approximately 60 days. Rozdil shareholders will hold a meeting on September 3, 2021 to approve the matters related to transaction. As of September 7, 2021, shareholders of Rozdil Capital approved to be increased from three (3) to five (5), board of directors, being Brook G. Riggins, W. Hogan Mullally and Neil A. Johnson, were re-elected, nominee board of directors of the resulting issuer, being Brook G. Riggins, W. Hogan Mullally, Patrice P. Rioux, Christopher M. Starr and Kim R. Tsuchimoto, were conditionally elected subject to and effective upon completion of the proposed and approved special resolution to amend its articles for a corporate name change from “Rozdil Capital Corporation” to “Thiogenesis Therapeutics Corp.” As of March 21, 2022, TSXV Venture Exchange (the “Exchange” or the “TSXV”) has conditionally approved the transaction. As of March 21, 2022, the transaction is expected to occur on or around March 31, 2022. Erwin Sui of Sui & Company, Solicitors acted as legal advisor to Rozdil Capital. Allan J. Ritchie of Loopstra Nixon LLP acted as legal advisor to Thiogenesis Therapeutics.