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RBZ.V ·

Enters into Definitive Agreement with Alzex Biomedical Group Inc.

Mergers & Acquisitions

REBEL CAPITAL 2.0 CORP.

ENTERS INTO DEFINITIVE AGREEMENT WITH

ALZEX BIOMEDICAL GROUP INC.

AMENDED News Release

TSX Venture: RBZ.P FOR IMMEDIATE RELEASE

CALGARY, ALBERTA – January 7, 20 20 – Rebel Capital 2.0 Corp. (" Rebel" or the

"Corporation") is pleased to announce that it has entered into a definitive agreement dated

January 3, 2020 (the “Definitive Agreement”) with Alzex Biomedical Group Inc. (“Alzex”),

a privately held corporation existing under the provisions of the Business Corporations Act

(British Columbia) (the “BCBCA”), in furtherance of Rebel’s proposed business combination

(the “Qualifying Transaction”) with Alzex all as previously disclosed in Rebel’s news release

dated September 30, 2019, a copy of which, along with the Definitive Agreement, is available

on Rebel’s company profile at www.sedar.com.

Definitive Agreement

Pursuant to the terms of the Definitive Agreement, a special -purpose subsidiary of Rebel will

amalgamate with Alzex under the BCBCA (the “ Amalgamation”) and Rebel (then, the

“Resulting Issuer”) will carry on the business of Alzex under the name “ Alzex Biomedical

Group Inc.”.

Immediately prior to the completion of the Amalgamation, Rebel will consolidate all of its

issued and outstanding common shares ( “Rebel Shares”) on the basis of one post -

consolidation Rebel Share for every two pre-consolidation Rebel Shares. At the effective time

of the Amalgamation (the “ Effective Time ”), each issued Alzex common share will be

cancelled and replaced by one common share in the capital of the Resulting Issuer (a

“Resulting Issuer Share ”) and all other outstanding convertible securities of Alzex will

become exercisable for Resulting Issuer Shares in accordance with the terms of the Definitive

Agreement.

Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer Shares

will be composed of the following:

a. 37,925,863 common shares;

b. Shares purchased through the Alzex Financing (as defined in the Definitive Agreement)

of up to 10,000,000 Alzex Units (as defined in the Definitive Agreement) at a price of

$0.25 per Alzex Unit for gross proceeds of $2,500,000 , which shall close prior to the

Amalgamation, and in any event, shall close no later than March 31, 2020 . Each Alzex

Unit will be comprised of one common share and one whole share purchase warrant, each

warrant exercisable for one Resulting Issuer Share at a price of $0.50 for a period of 24

months following closing of the Alzex Financing; and,

c. Shares purchased in the Subscription Receipt Offering (as defined in the Definitive

Agreement) of at least 8,333,333 units and up to 16,666,666 units at a price of $0.30

per u nit for gross proceeds of between $2,500,000 and $5,000,000 whereby each

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subscription receipt shall be exchangeable into units of the Resulting Issuer . Each Unit

will be comprised of one common share and one whole share purchase warrant, each

warrant exercisable for one Resulting Issuer Share at a price of $0.60 for a period of 24

months following closing of the Subscription Receipt Offering.

Each of a, b and c above shall be completed in accordance with the terms of the Definitive

Agreement and are subject to any regulatory, shareholder, director, TSX Venture Exchange

(the “Exchange”) or other approvals that may be required.

Trading Halt

The Rebel Shares will remain halted from trading and the shares are not expected to resume

trading until after completion of the Qualifying Transaction.

Officers and Board of Directors of the Resulting Issuer

Upon completion of the Qualifying Transaction, all directors and officers of Rebel shall resign

and be replaced by nominees of Alzex. The following sets out the names and backgrounds of

all persons who are currently expected to be considered directors and officers of the Resulting

Issuer:

Fabrice Heitzmann – Rouen, France - Chief Executive Officer (CEO) and Director

Mr. Heitzmann has over 21 years of experience in the pharmaceutical industry in France and

abroad. His experience includes contract and budget negotiations with customers, drafting

product development studies/strategies, and managing clinical studies. He began his career

in 1998 as a Chemical Buyer for Synkem SAS manufacturer and supplier of active

pharmaceutical ingredients. He then moved to more senior supply chain and procurement

roles at Fournier Laboratories Ireland Ltd., Rhone Poulenc Biochimie AS, and Sanofi S.A. In

addition to his current role with Alzex, Mr. Heitzmann also serves as the Vice President of

Global Resources for Chrysalis Pharma Partners, LLC, a drug development consulting company

and Se nior Procurement Consultant of BuyingPeers SAS, a procurement and sourcing

consulting firm based in Paris. Mr. Heitzmann also serves as general Manager of Clemann

Group, a global resources management consulting firm for biotechnology firms and start-ups.

He obtained his master’s degree in molecular biology, biochemistry, and cell biology from the

University of Burgundy and his doctorate in life sciences from the University of Claude

Bernard. Mr. Heitzmann’s experience and background in the pharmaceutical industry are

beneficial to the Company as he has experience in identifying sourcing and procurement

opportunities in the pharmaceutical industry, preparing clinical development plans, and

managing clinical studies.

Scott Davis – Vancouver, British Columbia - Chief Financial Officer (CFO)

Mr. Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a

firm focused on providing accounting and management services for publicly -listed

companies. His experience includes CFO positions o f several companies listed on the

Canadian Securities Exchange and the Exchange. His past experience consists of senior

management positions, including four years at Appleby as an Assistant Financial Controller,

two years at Davidson & Company LLP Chartered Professional Accountants as an Auditor and

five years with Pacific Opportunity Capital Ltd. as an Accounting Manager.

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It is anticipated that an additional 2 individuals will be appointed to the board of directors of

the Resulting Issuer prior to closing.

Further Information

Further information in respect of the Qualifying Transaction and the Resulting Issuer will be

provided in the filing statement (the “Filing Statement”) to be prepared in connection with

the Qualifying Transaction and filed on Rebel’s company profile at www.sedar.com.

Additional terms of the Qualifying Transaction including consideration payable pursuant to

the Qualifying Transaction, information relating to sponsorship (if applicable) , summary

financial information in respect of Alzex, the controlling shareholder s of Alzex, and to the

extent not contained in this press release, additional information with respect to the h istory

of Alzex and the proposed directors, officers, and insiders of the Resulting Issuer upon

completion of the Qualifying Transaction.

Investors are cautioned that, except as disclosed in the Filing Statement, any information

released or recei ved with respect to the Qualifying Transaction may not be accurate or

complete and should not be relied upon. Trading in Rebel Shares should be considered highly

speculative.

All information contained in this news release with respect to Rebel and Alzex was supplied

by the parties respectively for inclusion herein, and each party and its directors and officers

have relied on the other party for any information concerning the other party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but

not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements,

majority of the minority shareholder approval. Where applicable, the transaction cannot

close until the required shareholder approval is obtained. There can be no assurance that

the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information

circular or filing statement to be prepared in connection with the Qualifying

Transaction, any information released or received with respect to the Qualifying

Transaction may not be accurate or complete and should not be relied upon.

Trading in the securities of a capital pool company should be conside red highly

speculative.

For further information please contact:

• Rebel Capital 2.0 Corp.:

Charles MaLette,

Email: [email protected]

Telephone: (604) 428-5171

• Alzex Bio Medical Inc.:

Fern Turner – VP Corporate Communications and Director

Email: [email protected]

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Cautionary Statements

This news release contains “forward-looking information” within the meaning of applicable

securities laws relating to the proposal to complete the Qualifying Transaction and

associated transactions, including statements regarding the terms and conditions o f the

Qualifying Transaction, the Alzex Financing, the Subscription Receipt Offering, and the

Consolidation and the Name Change. The information about Alzex contained in the press

release has not been independently verified by Rebel. Although Rebel believes in light of

the experience of its officers and directors, current conditions and expected future

developments and other factors that have been considered appropriate that the

expectations reflected in this forward -looking information are reasonable, undu e reliance

should not be placed on them because Rebel can give no assurance that they will prove to

be correct. Readers are cautioned to not place undue reliance on forward -looking

information. Actual results and developments may differ materially from tho se

contemplated by these statements depending on, among other things, the risks that the

parties will not proceed with the Qualifying Transaction, the Alzex Financing, the

Subscription Receipt Offering , the Consolidation, the Name Change and associated

transactions, that the ultimate terms of the Qualifying Transaction, the Alzex Financing, the

Subscription Receipt Financing , the Consolidation and the Name Change and associated

transactions will differ from those that currently are contemp lated, and that the Qualifying

Transaction, the Alzex Financing, the Subscription Receipt Offering, the Consolidation, the

Name Change and associated transactions will not be successfully completed for any reason

(including the failure to obtain the requir ed approvals or clearances from regulatory

authorities). The terms and conditions of the Qualifying Transaction may change based on

Rebel’s due diligence (which is going to be limited as Rebel intends largely to rely on the

due diligence of other parties of the Qualifying Transaction to contain its costs, among other

things) and the receipt of tax, corporate and securities law advice for both Rebel and Alzex.

The statements in this press release are made as of the date of this release. Rebel

undertakes no o bligation to comment on analyses, expectations or statements made by

third-parties in respect of Rebel, Alzex, their securities, or their respective financial or

operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation S ervices Provider (as

that term is defined in the polices of the TSX Venture Exchange) has in any way

passed upon the merits of the Qualifying Transaction and associated transactions

and neither of the foregoing entities has in any way approved or disapprov ed of

the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term

is defined in policies of the TSX Venture Exchange) accepts responsibility for the

adequacy or accuracy of this release.

The common sh ares have not been and will not be registered under the United

States Securities Act of 1933, as amended and may not be offered or sold in the

United States absent registration or an applicable exemption from the registration

requirement. This press releas e shall not constitute an offer to sell or the

solicitation of an offer to buy nor shall there be any sale of the securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful.