XynaRx Pharmaceuticals Corp. entered into a binding letter of intent to acquire Vanity Capital Inc. (TSXV:VYC) in a reverse merger transaction on March 11, 2019. Upon the closing of the transaction and the concurrent offering defined below, it is expected that current shareholders of Vanity will hold 13.53 percent of the common shares of the resulting issuer (the “Resulting Issuer Shares“) and current shareholders of XynaRx will hold 78.61 percent of the resulting issuer shares (on a non-diluted basis) (the “Consideration Shares“). The consideration shares held by the directors, officers and insiders of XynaRx will be subject to escrow requirements by the applicable stock exchange and to a performance agreement as negotiated between the parties. The resulting issuer that will exist upon completion of the transaction (the "Resulting Issuer") will change its business from mining to life sciences. Further, Vanity intends to apply to the TSX Venture Exchange (the “TSXV“) to have its common shares delisted from the TSXV before completion of the transaction. As per the terms, the parties will complete a non-brokered private placement financing for aggregate gross proceeds of a minimum of CAD 6 million through the issuance of subscription receipts of XynaRx (“Subscription Receipts“) at a price of CAD 1 per subscription receipt (the “Offering“). On completion of the transaction, all of the current officers and directors of Vanity shall resign, and Vanity will have the right to nominate one member to the resulting issuer’s Board of Directors. The transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence by each of Vanity and XynaRx, execution of a definitive agreement between the Vanity and XynaRx in respect of the transaction, the receipt of all necessary regulatory and third-party consents and approvals, including without limitation, acceptance of the transaction and the common shares for trading on an exchange, receipt of customary legal opinions, approval of the transaction by the shareholders of XynaRx, and other actions necessary to complete the transaction. Vanity Capital will seek ‘majority of the minority’ shareholder approval at the special meeting of the shareholders of Vanity Capital to be held March 21, 2019. Further the transaction is also conditioned upon completion of the offering. As of April 2, 2019, the shareholders of Vanity Capital approve the transaction.