REG-Limitless Earth Plc: Chronix Biomedical Investment Update

Limitless EarthAnnouncement

19/03/2021 07:05

19 March 2021

LIMITLESS EARTH PLC

("Limitless" or the "Company")

Chronix Biomedical Investment Update

Limitless Earth plc, an AIM quoted investing company, provides an update in
relation to Chronix Biomedical (“Chronix”), a molecular diagnostics
company designing laboratory developed tests for cancer and organ transplants
and investee company of Limitless.

The Company has been advised that Chronix has entered into an agreement with
Oncocyte Corporation Inc. (“Oncocyte”), a listed US based molecular
diagnostics company, for its acquisition for cash, equity and a future revenue
share consideration.  The agreement, which is subject to a number of
conditions, has been approved by Chronix shareholders and is expected to be
completed by 30 April 2021 (“Completion”).

As part of the acquisition, Oncocyte will acquire the intellectual property
and technology for Chronix’s TheraSure™-CNI Monitor, a patented,
blood-based test for immune-therapy monitoring, as well as the intellectual
property for Chronix’s organ transplant technology. It is expected that
Chronix’s development and its business team will become part of the Oncocyte
R&D Team and will maintain lab operations in Germany to support the continued
development and commercial launch of the monitoring tests.

Upon Completion, consideration for the merger will comprise $2.675 million in
cash and $1.5 million of Oncocyte common stock (or approximately 295,000
shares) and Oncocyte will assume liabilities not to exceed $5.5 million. The
agreement also provides for Oncocyte to pay a revenue share on the net
collected revenues for certain tests and services for specific periods, and to
pay a combination of cash or Oncocyte common stock of up to $14 million if
certain milestones are achieved. Net acquisition proceeds and any milestone
revenue receipts are expected to be returned to Chronix’s shareholders based
on the order of the investment rounds in which they invested.

Limitless holds 0.72 per cent. of Chronix’s issued share capital on a fully
diluted basis. Limitless also previously announced on 20 September 2019 a
further investment of $100,000 by way of an unsecured Convertible Promissory
Note ("Note") with an interest rate of six percent per annum. The merger will
not trigger the conversion of the Note, and the Company expects that the Note
will be repaid in full following Completion.

A further announcement will be made in due course.

 Limitless Earth plc  Guido Contesso                                                          +44 7780 700 091 www.limitlessearthplc.com  
 Cairn Financial Advisers LLP Nominated Adviser Jo Turner/Sandy Jamieson/Ludovico Lazzaretti  +44 20 7213 0880 www.cairnfin.com           
 Peterhouse Capital Limited Broker Peter Greensmith/Charles Goodfellow                        +44 20 7469 0930 www.pcorpfin.com           

About Limitless Earth plc

Limitless Earth plc is a proactive investment company that focuses on making
investments in and assisting companies which exhibit the potential to generate
returns through capital appreciation.  Limitless invests in small companies
where there are clear catalysts for value appreciation and the companies are
operating in sectors exhibiting long term growth linked to demographic
change.  Examples of such sectors include cleantech, life sciences, nanotech,
medtech, recycling, and new Internet opportunities.

About Chronix

Chronix is a privately held, U.S.-based molecular diagnostics company
developing blood tests for use in cancer treatment and organ transplantation.
Chronix’s TheraSure™ CNI Monitor for cancer uses proprietary algorithms to
derive a copy number instability (CNI) score from the sequencing of
circulating cell-free tumor DNA (cfDNA), which can be used in the prognosis,
diagnosis and monitoring of therapeutic response to cancer. Chronix
TheraSure™ Transplant Monitor quantifies the amount of graft derived
cell-free DNA in organ recipients to detect early rejection of organ
transplants and better assess the transplant health. Chronix has operations in
the U.S. & Germany, and the commercial launch of their products began in the
EU in 2018. TheraSure is a trademark of Chronix.

About Oncocyte

Oncocyte is a molecular diagnostics company which has been approved for
listing on the Nasdaq Global Market on 8 March 2021, whose mission is to
provide actionable answers at critical decision points across the cancer care
continuum. The company, through its proprietary tests and pharmaceutical
services business, aims to help save lives and improve outcomes by
accelerating and optimizing the diagnosis and treatment of cancer. The
company’s tests and services present multiple opportunities to advance
cancer care while also driving revenue growth for the company.



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