Cognetivity Ltd. entered into a letter of intent to acquire Utor Capital Corp. on February 7, 2017. Cognetivity Ltd. entered into a share exchange agreement to acquire Utor Capital Corp. on October 23, 2017. In consideration for the purchase of 100% of the purchased shares, Utor shall issue from treasury pro rata to the Cognetivity shareholders at the time of closing, an aggregate of (i) 20 million Utor common shares, and (ii) 10 million Utor preferred shares such that, upon closing the Cognetivity shareholders will collectively hold approximately 56.3% of the then outstanding Utor shares, calculated on a non-diluted basis and prior to completion of the financings. Utor will consummate brokered private placement of securities to raise aggregate gross proceeds of up to CAD 0.2 million through the issuance of Utor common shares at an offering price of CAD 0.175 per share and brokered private placement of securities to raise aggregate gross proceeds of up to CAD 2.5 million through the issuance of units of Utor at an offering price of CAD 0.25 per unit. Each unit will consist of one Utor Ccmmon share and one-half Utor common share purchase warrant. Post-acquisition, the combined entity will operate as Cognetivity Neurosciences Ltd. Immediately after the time of closing, the newly constituted Board of Directors of the combined entity will appoint Sina Habibi, as Chief Executive Officer, Mark Philips as President and Denise Lok as Chief Financial Officer and Corporate Secretary of the combined entity. The board of directors of the combined entity shall consist of five directors, being three directors designated by Cognetivity and two directors designated by Utor. Upon completion of the bridge financing (brokered private placement of securities to raise aggregate gross proceeds of up to CAD 0.2 million through the issuance of Utor common shares), Utor shall advance the gross proceeds of the bridge financing to Cognetivity in the form of a convertible promissory note. Up to CAD 0.05 million of the gross proceeds from the bridge financing shall be used to settle certain management and directors’ fees of Cognetivity totaling CAD 0.05 million. The transaction is subject to approval of Utor shareholders, regulatory approvals, conditional approval of the CSE for the listing of the resulting issuer common shares on the facilities of the CSE, cancellation of Cognetivity’s dilutive securities including cancellation of convertible promissory notes, consummation of brokered private placement of securities to raise aggregate gross proceeds of up to CAD 2.5 million through the issuance of units of Utor, consummation of due diligence investigations, execution of definitive agreement and receipt of executed resignations and releases from the current directors of Utor, except Herrick Lau. On December 4, 2017, the shareholders of Utor approved and adopted the share exchange agreement. McMillan LLP acted as legal advisor to Cognetivity. Arash Farahmand of AFL Law Group and Nox Law Corporation acted as legal advisors to Utor. TSX Trust Company acted as escrow agent in the transaction. In connection to the transaction, 0.8 million common shares were issued to eligible finders as finder’s fees. Cognetivity Ltd. completed the acquisition of Utor Capital Corp. on December 21, 2017. On completion of the Transaction, the shareholders of Cognetivity collectively held approximately 81% of the issued and outstanding shares of the combined company calculated on a non-diluted basis. The name of the combined company was changed to Cognetivity Neurosciences Ltd. on December 19, 2017.