Maitri Health Corp. entered into a non-binding letter of intent to acquire Dizun International Enterprises Inc. (CNSX:KDZ.X) in a reverse merger transaction for CAD 35.8 million on July 23, 2020. Maitri Health Corp. entered into a definitive amalgamation agreement to acquire Dizun International Enterprises Inc. (CNSX:KDZ.X) in a reverse merger transaction on September 9, 2020. As part of the consideration, Maitri Shareholders will receive an aggregate of 250 million Dizun Shares. Pursuant to the agreement, prior to the closing of the transactio, Dizun will complete a consolidation of its common share capital at ratio of 20 pre-Consolidation Dizun Shares for one post-Consolidation Dizun Share. In a related transaction, Dizun International completed the private placement of 30 million units at a price of CAD 0.025 per unit for an aggregate proceeds of CAD 0.75 million. Upon completion of the transaction, the combined entity (the “Resulting Issuer”) will continue to carry on the business of Maitri and the Resulting Issuer will change its name to "Maitri Health Technologies Corp.", or such other name as the parties may agree. The resulting issuer will trade under the symbol “MTEC”. As of October 7, 2020, the agreement was amended.

Upon completion, it is anticipated that the Board of Directors of Resulting Issuer shall be reconstituted to consist of such directors as Maitri shall determine, and each of the officers of Dizun shall resign and be replaced with officers appointed by the new Board of Directors. It is anticipated that the Directors of the Resulting Issuer will be Sav DiPasquale, Tony Clement, Solomon (Sam) Pillersdorf and Gavin Cooper, and the officers will be Andrew Morton and Marlis Yassin. Sav DiPasquale will serve as Board Chair, Andrew Morton will serve as Chief Executive Officer and Director and Marlis Yassin will serve as Chief Financial Officer and Corporate Secretary of the Resulting Issuer.

The transaction is subject to satisfaction of customary closing conditions, including, each of Dizun and Maitri obtaining any requisite director and shareholder approvals, completion of due diligence investigations to the satisfaction of each of Dizun and Maitri, Dizun and Maitri entering into the definitive agreement, completion of the Consolidation and the name change, all requisite regulatory and stock exchange approvals relating to the transaction and Canadian Securities Exchange approval for the listing of the Resulting Issuer shares having been obtained. The Board of Dizun International recommends that the shareholders to vote in favor of the resolution to elect, conditional on and effective following the closing of transaction, a new Board to hold office, as of September 18, 2020. As of November 13, 2020, Dizun received conditional approval from the Canadian Securities Exchange to list the Resulting Issuer shares for trading pursuant to the transaction. The transaction is expected to be completed in the fall of 2020. As of November 13, 2020, the transaction is expected to close on November 17, 2020. Computershare Investor Services Inc. acted as transfer agent to Dizun International.

Maitri Health Corp. completed the acquisition of Dizun International Enterprises Inc. (CNSX:KDZ.X) in a reverse merger transaction on November 17, 2020. As a result of this acquisition, Dizun International received final approval to list the Resulting Issuer shares on Canadian Securities Exchange. Maitri will list 12,750,000 common shares on the CSE and was subject to third part approvals. The Resulting Issuer shares are expected to begin trading on November 19, 2020. Justin Kates of DuMoulin Black LLP acted as legal advisor for Dizun. Sam Cole of Cassels Brock & Blackwell LLP acted as legal advisor for Maitri. Maitri issued an aggregate of 500,000 Resulting Issuer shares to certain finders as finder's fee.