Kalytera Provides Updates Regarding Annual Filings, the Acquisition of Salzman Group, and the Company’s Private Placement - Seite 2

Upon filing the Annual Filings, the Company will apply to have the FFCTO fully revoked.

Despite the FFCTO, a beneficial security holder of the Company who is not, and was not at the date of the FFCTO, an insider or control person of the Company, may sell securities of the Company acquired before the date of the order (June 22, 2020) if both of the following apply:

1. The sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and
   
   
2. The sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

Security holders wishing to use this exception should consult their broker, dealer, or other financial advisor prior to making a trade of the Company’s securities.

The Transaction with Salzman Group

Kalytera announced, on May 19, 2020, that it had signed a Letter of Intent (the “LOI”) to acquire Salzman Group, Inc., a privately held company located in West Tisbury, MA (“Salzman Group”). Salzman Group is the owner of R-107, a proprietary drug with issued and pending composition of matter and method of use patents in approximately 40 countries, including the U.S., Australia, Brazil, China, Europe, India, Japan, Russia and South Korea. Salzman Group is developing R-107 for treatment of coronavirus and COVID-19 infection, as well as for treatment of chlorine gas inhalation lung injury, and pulmonary arterial hypertension.

The TSX Venture Exchange (the “TSXV”) has reviewed Kalytera’s submission relating to the acquisition of Salzman Group (the “Acquisition Transaction”), and has informed the Company that the TSXV’s approval of the Acquisition Transaction is subject to routine conditions, as well as the following specific conditions:

• The Acquisition Transaction will be completed in two parts:
   
  • Upon closing of the first part of the Acquisition Transaction, Kalytera will acquire from Salzman Group an exclusive, worldwide license to develop and commercialize R-107 for treatment of coronavirus and COVID-19. As consideration for the license, Kalytera will issue to the shareholders of Salzman Group 130 million shares of Kalytera’s common stock.  Upon issuance of these shares to the shareholders of Salzman Group, such shareholders will own, in the aggregate, approximately 19% of Kalytera’s common shares.