Value Capital Trust Announces Qualifying Transaction with neuroLytixs Inc.

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Toronto, Ontario–(Newsfile Corp. – May 14, 2020) – VALUE CAPITAL TRUST. (TSXV: VLU.P) (“Value”), a capital pool company as defined under the TSX Venture Exchange (“TSXV” or the “Exchange”) policies, is pleased to announce that it has signed an arm’s length binding letter agreement (the “Agreement”) with neuroLytixs Inc. (“neuroLytixs”) pursuant to which Value has agreed to acquire, directly or indirectly, all 36,363,636 issued and outstanding common shares of neuroLytixs at a price of $0.165 per share (the “Transaction”). neuroLytixs, a private Ontario corporation, possesses an exclusive technology license from the Lawson Health Research Institute. Lawson is a research institute and affiliate of the London Health Sciences Centre and St. Joseph’s Health Care London and works in partnership with the University of Western Ontario and possesses patented technology that can detect a concussion via bio markers and molecules. The exclusive license permits neuroLytixs to commercialize Lawson’s technology throughout Canada, the United States of America and all the countries within the European Union. Value intends that the acquisition of neuroLytixs will be Value’s qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSXV. It is anticipated that the issuer resulting from the Transactions (the “Resulting Issuer”) will list as a Tier 2 Life Sciences Issuer on the Exchange.

The proposed concurrent financing is a non-brokered private placement at a price of $0.165 per common share for gross proceeds of $850,000 and resulting in 5,151,515 common shares issued of neuroLytixs.

The Agreement was negotiated at arm’s length and is effective as of April 20, 2020, and the Transaction is expected to close on or before June 30, 2020. The terms and conditions of the Agreement are expected to be superseded by a definitive agreement to be negotiated between the parties. Completion of the Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, completion of a concurrent financing for minimum gross proceeds $400,000 up to a maximum of $1,000,000, and receipt of all directors, shareholder and requisite regulatory approvals in respect of the Transaction and satisfactory due diligence investigations. There can be no assurance that the Transaction will be completed as currently proposed or at all.

Value will provide further details in respect of the Transaction in due course by way of a comprehensive news release. Trading in the units of Value will remain halted per Exchange Policy.

All information contained in this news release with respect to Value and neuroLytixs was supplied by the parties respectively, for inclusion herein, without independent review by the other party and each party and its directors and officers have relied on the other party for any information concerning the other party.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this news release.

For further information:

Nathan Smith
Value Capital Trust
Trustee
Email: nsmith@60deg.com

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of neuroLytixs and the Resulting Issuer, the concurrent financing; the listing of the Resulting Issuer units on the Exchange; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Value assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

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