Solvonis Therapeutics Plc

Awakn Life Sciences Corp. (CNSX:AWKN) signed a letter of intent to acquire Graft Polymer (UK) Plc (LSE:GPL) for CAD 9 million in a reverse merger transaction on December 15, 2024. Awakn Life Sciences Corp. entered into an arrangement agreement to acquire Graft Polymer (UK) Plc in a reverse merger transaction on February 22, 2025.The consideration consists of issue of approximately 2.1 billion Consideration Shares. Under the terms of the LOI, each Awakn shareholder will receive 46.67 ordinary shares in the capital of Graft (the "Consideration Shares") (each, a "Graft Share") for each one (1) Common Share held. Holders of RSUs and DSUs will receive 46.67 Graft Shares for each one (1) DSU and one (1) RSU, respectfully. All issued and outstanding Common Share purchase warrants (each, a "Warrant") shall be converted into or exchanged for new ordinary share purchase warrants. Upon completion of the Transaction, not including any shares issued by Solvonis pursuant to the Solvonis Financing (as defined below), existing Awakn Shareholders and Solvonis shareholders will own approximately 47.47% and 52.53% of Solvonis, respectively. There are no finders? fees payable by the Company pursuant to the Transaction.

It is intended that following the successful completion of the Proposed Acquisition and admission of the Consideration Shares to trading on the Main Market of the London Stock Exchange and to listing on the equity shares (transition) category of the FCA's Official List, Awakn will no longer maintain its quotation on the Canadian Securities Exchange, the FSE or the OTCQB. The LOI includes customary termination provisions, including the provision that if Proposed Transaction does not close by the Long Stop Date, the LOI will automatically be terminated. It is intended that the Proposed Acquisition will be effected by way of a Canadian plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). If a Termination Fee Event occurs, Awakn Life Sciences shall pay the Termination Fee of CAD 1 million to the Graft Polymer and the Graft Polymer shall pay the Termination Fee of CAD 1 million to Awakn Life Sciences. The Proposed Acquisition will be subject to, inter alia, the approval of the Plan of Arrangement by Awakn's shareholders and by the British Columbia court. The transaction is subject to a number of conditions, including the completion of due diligence to the satisfaction of both parties, regulatory and shareholder approval, as well as the negotiation and entry into a final definitive agreement, immediately prior to the closing of the Transaction, Solvonis having binding commitments from investors for an equity financing (at a price and otherwise on terms acceptable to the Company) to raise sufficient working capital for the requirements of the resulting issuer for a period of at least 12 months The board of directors of Awakn Life Sciences Corp and Graft Polymer (UK) Plc has approved the transaction, Solvonis obtaining the necessary regulatory approvals of the United Kingdom Financial Conduct Authority ("FCA") in relation to a prospectus which Solvonis is required to publish in order for Solvonis to issue the Consideration Shares; and the admission of the Consideration Shares to trading on the Main Market of the London Stock Exchange and to listing on the equity shares (transition) category of the FCA's Official List. Following completion of the Proposed Transaction, the Common Shares will be delisted from the CSE and Awakn will apply to cease to be a reporting issuer in Canada. The Completion of the Proposed Transaction, which must occur by June 15, 2025. The Transaction is expected to close during the second calendar quarter of 2025. The special resolution approving the Arrangement (the "Arrangement Resolution"), the full text of which is set out in appendix A to the Circular, must be approved by at least (i) 66% of the votes cast by all Awakn Shareholders present in person or represented by proxy and entitled to vote at the Awakn Meeting; and (ii) 66% of the votes cast by Awakn Voting Securityholders present in person or represented by proxy and entitled to vote at the Awakn Meeting. The Arrangement is currently anticipated to be completed on or about April 30, 2025.