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Biosenta announces termination of joint venture and issuance of securities

TORONTO, ONTARIO, July 17, 2023 – Biosenta Inc. (the “Company” or “Biosenta”) (CSE:

ZRO) is pleased to announce that it has completed its previously announced transaction to terminate its joint venture agreement between the Company and 19443391 Ontario Inc. (“194”) pursuant to a termination of joint venture agreement dated June 23, 2023 (the “Termination Agreement”) and issue to 194 3,000,000 common shares of the Company at a deemed issue price of $0.40 per share and a promissory note in the amount of $6,500,000 (the “Note”) as consideration (the “Transaction”).


Value of Consideration

The consideration received by 194 was determined based on the following:

• Pursuant to the joint venture agreement, Biosenta had agreed that 194 or its shareholders was to be paid at least $4,960,000 throughout the term of the joint venture or upon termination (being an amount equal to three times the initial contribution of 194 and its shareholders).

• As at March 31, 2023, an additional approximately $1,800,000 was owed to 194 on

account of advances to the joint venture.

• Since such date, 194 has continued to advance to Biosenta $20,000 per month to fund the Company.

• At times, advances have exceeded $20,000 per month in order to assist with funding of

operations (although these amounts were not contractually required to be advanced

pursuant to the original joint venture agreement).

• 194 provided support to Biosenta in achieving certain sustainable patents, which added

value to Biosenta by allowing it to continue technological development.

• Pursuant to the Termination Agreement 194 has agreed, among other things, to release its security over Biosenta’s patents (i) should the Company determine that release or

discharge of such security is required in order to enter into any license or similar agreement with a third party in connection with commercialization of any product; or (ii) at any time $3,000,000 of the Note is repaid.


Other Particulars

Further details of the Transaction can be found in Biosenta’s press release dated June 23, 2023, the material change report in connection therewith filed on June 26, 2023, and the Termination Agreement filed on June 26, 2023, each of which are available under Biosenta’s profile on SEDAR at www.sedar.com.


Disclaimer

The CSE has in no way passed upon the contents of this news release and further, has neither approved nor disapproved of the contents of this news release. Neither the CSE nor its Regulation Services Provider (as such term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


For further information please contact:

Am Gill, President and CEO Biosenta Inc. Phone: 416-410-2019

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