Limitless Earth Plc Chronix Biomedical Investment Update

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