Fogchain Announces Letter of Intent to Merge with Avisa Pharma Inc.

VANCOUVER, BC, Jan. 13, 2021 /CNW/ - (OTCB: FOGCF) (CSE: FOG) (FRA: MUU3) Fogchain Corp. ("Fogchain" or the "Company") is pleased to announced that it has entered into a letter of intent ("LOI") dated January 12, 2021 with Avisa Pharma Inc. ("Avisa") pursuant to which Fogchain will acquire all of the outstanding shares of Avisa (the "Transaction") pursuant to an arm's length business combination transaction, which will constitute a reverse takeover of the Company by Avisa within the meaning of the policies of the Canadian Securities Exchange Inc. (the "CSE"). The resulting issuer (the "Resulting Issuer") upon completion of the Transaction will change its name to some other name as acceptable to the parties and will operate the current business of Avisa Pharma Inc.

Transaction

Pursuant to the Transaction, all of the issued and outstanding common stock in the capital of Avisa (the "Avisa Shares") will be exchanged for common shares in the capital of the Company which will result in Avisa becoming a wholly owned subsidiary of the Company. Under the terms of the LOI, upon completion of the Transaction, the current shareholders of the Company will retain approximately 10% of the issued and outstanding share capital of the Resulting Issuer on a fully diluted basis, inclusive of any securities which may be issued pursuant to any financing which Avisa may pursue concurrent with the Transaction.

The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate and securities law advice. The Transaction is an arm's length transaction and pursuant to the terms of the LOI it is anticipated that the definitive agreement (the "Definitive Agreement") in respect of the Transaction will be signed on or before February 1, 2021.

Completion of the Transaction is subject to a number of conditions, including but not limited to the following key conditions:

• execution of the Definitive Agreement;
• completion of mutually satisfactory due diligence; and
• receipt of all required regulatory, corporate and third-party approvals, including the approval of the CSE and the shareholders of the Company and Avisa (if required) and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction.

New Board and Management

Effective on the closing of the Transaction it is anticipated that the current members of the board of directors of the Company (the "Board") and the current management of the Company will resign. With respect of the Board, the current members will upon completion of the Transaction be replaced by nominees to the Board appointed by Avisa (the "Nominees") and the existing management team of Avisa will replace the current management of the Company.

Shareholder Approval

Prior to the completion of the Transaction, the Company will call a special meeting of its shareholders for the purpose of approving, among other matters (i) the election of the Nominees to the Board; and (ii) the change of name of the Company.

Avisa Pharma Inc.

Established in 2010, Avisa is a private medical device company with its head office in Santa Fe, New Mexico and incorporated under the laws of the State of Delaware. Avisa has developed a quantitative, point-of-care diagnostic breath test known as the Avisa BreathTest ("ABT") for rapidly detecting bacterial pneumonia and pulmonary infections in approximately 10 minutes.  The ABT has the potential to be a more accessible, faster and cost-effective detection method than presently used in the healthcare sector. The ABT is a validated clinical stage test with existing technology. Avisa currently has an intellectual property portfolio of 11 patents issued and registered and 3 patents pending. Avisa has raised approximately US$16 million to date.

Learn more at www.avisapharma.com

Fogchain Corp.

FogChain is a fully integrated, end-to-end software development life cycle (SDLC) and quality assurance solutions provider. With its high-performance application development, testing and monitoring platform, Trident, FogChain's suite of services and technology provides application development at scale with greater speed, greater efficiency and at a lower cost.

Learn more at www.fogchaininc.com

Forward-Looking Information

This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information.  Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the assumption that the Company will receive the approval of its shareholders and the CSE in respect of the Transaction. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain the final approval of the CSE, among other factors.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

SOURCE FogChain Corp.

FogChain Media Contact: Investor Relations, [email protected], [phone]