Trait Biosciences Inc. entered into a letter of intent to acquire Ponderous Panda Capital Corp. (TSXV: PPCC.P) in a reverse merger transaction on May 31, 2018. Pursuant to the terms of the letter of intent, Ponderous Panda and Trait will complete a business combination by way of a share purchase agreement whereby Ponderous Panda will acquire all the shares of Trait. Trait shareholders will receive one Ponderous Panda common share for every Trait share currently held. Ponderous Panda will issue an aggregate of 41.6 million common shares to Trait shareholders. The transaction shares may be subject to resale restrictions as required under the applicable securities legislation and the Exchange and may also be subject to escrow restrictions as required by the Exchange. Prior to or concurrent with the closing of the proposed transaction, either Trait, or Ponderous Panda, or a combination of the two will complete a financing or financings (debt or equity) (“Private Placement”) for up to CAD 10 million at a price of not less than CAD 0.75 per share. The number of the outstanding shares issued to Trait shareholders as consideration will be adjusted accordingly to account for any common shares issued by Trait in connection with the private placement. Upon completion of the proposed transaction and private placement, there are expected to be a maximum of 54.6 million Ponderous Panda common shares issued and outstanding and 1.3 million stock options of Ponderous Panda. In connection with the proposed transaction, the resulting issuer will change its name to Trait Biosciences Inc. subject to approval by the applicable regulatory authorities. It is expected that upon completion of the proposed transaction, the resulting issuer will be listed as a Tier 2 Diversified Industries Issuer on the Exchange. Upon completion of the proposed transaction, the business of Trait will become the business of Ponderous Panda. The parties have agreed that a CAD 0.25 million break fee will be payable in the event either party decides to terminate the letter of intent. Michael B. Harrison will operate as Chairman and Director, Rodney W. Reum will operate as Director, David T. Chu will operate as Director, David W. Smalley will operate as Director and Chief Legal Counsel, Edward T. L. Cheung will operate as Director and Vice President, Kimberly A. Landry will operate as Chief Executive Officer, Richard T. Sayre will operate as Chief Science Officer, Erik Briones will operate as Chief Operating Officer, Eugene A. Hodgson will operate as Chief Financial Officer, Anne Lo will operate as Director of Strategic Development and Andrew T. Hunter will operate as Corporate Secretary of the resulting issuer. On July 21, 2018, Trait Biosciences Inc. undertook a reorganization of its Board of Directors and officers, and as a result, the proposed Directors of resulting issuer will now be Joseph Del Moral, Ronan Levy, Michael B. Harrison, David W. Smalley and Rodney W. Reum., David T. Chu and Edward T. L. Cheung are not now proposed Directors or officers of the resulting issuer. Completion of the proposed transaction is subject to a number of conditions, including execution of a definitive share purchase agreement, completion of satisfactory due diligence, all necessary approvals of the Exchange and all other regulatory authorities and third parties, the approval or consent by majority of the minority shareholders of Trait, name change of Ponderous Panda, consummation of private placement, consummation of due diligence investigation, Board approvals and the Exchange should have conditionally accepted the common shares of the resulting issuer for listing, subject to the resulting issuer fulfilling the listing requirements of the Exchange. The transaction will not require the approval of Ponderous Panda’s shareholders. The deal is expected to close before December 31, 2018. Trait Biosciences Inc. cancelled the acquisition of Ponderous Panda Capital Corp. (TSXV: PPCC.P) in a reverse merger transaction on January 31, 2019. The parties made extensive attempts to agree definitive terms for the proposed transaction, however such terms could not be agreed within a timeframe.