Diagnostic Lab Corporation, Inc. (DLC) entered into letter of intent to acquire Auston Capital Corp. (TSXV:ASTN.P) for CAD 3.8 million in a reverse merger transaction on April 16, 2020. The parties entered into a definitive agreement on June 10, 2020. The Auston Capital Corp currently has 6.2 million Auston shares issued and outstanding, as well as 0.62 million stock options and 0.3 million broker warrants to acquire Auston shares, each exercisable at CAD 0.10 per share. DLC currently has 7.16 million DLC shares issued and outstanding. Pursuant to the transaction, Auston will complete a consolidation of its share capital on a two old for one new basis and the outstanding common shares of DLC will be exchanged for 32,000,000 post-Consolidation common shares of Auston as the resulting issuer to be distributed pro rata to the holders of the DLC Shares. Immediately following the closing of the merger, the Auston Capital shareholders shall own an aggregate of 84% of the issued and outstanding Diagnostic Lab shares, or 81% of the Diagnostic Lab on a fully-diluted basis. It is expected that the current shareholders of Auston will hold 3.1 million resulting issuer shares and the current shareholders of DLC will hold 32 million resulting issuer shares. The final structure of the transaction is subject to receipt of tax, corporate and securities law advice for both Auston and DLC. Upon successful completion of the proposed business combination with DLC, it is anticipated that the Auston Capital Corp will be listed as a tier 2 life sciences or industrial issuer on the TSX-V and will carry on the business of DLC and is expected to change its name to “DLC Holdings Corporation” or such other name as DLC may determine. Upon completion of the transaction, it is expected that all of the directors and officers of Auston will resign and be replaced by nominees of DLC. Alan Hirsch will serve as the resulting issuer's President, Chief Executive Officer and Director, David McAdam as Chief Financial Officer and Chief Operating Officer, Gary Herman will serve as Director and Chief Investment Officer, while Stephen Brenner and David Franklin will serve as the resulting issuer's Directors. The Transaction will not constitute a non-arm's length qualifying transaction or a related party transaction pursuant to the policies of the TSX-V. No deposit or advance has been made or is anticipated to be made by Auston to DLC in connection with the transaction. The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the transaction on or before May 15, 2020, the completion of satisfactory due diligence investigations by the parties, completion of share consolidation, resignation of Auston Capital directors, the completion of a private placement, the holding of a meeting of the Auston shareholders, if required, on or before July 30, 2020, receipt of all necessary board and shareholder approvals, and the approval of the TSX-V and other applicable regulatory authorities. Trading in the Auston Shares has been halted as of April 16, 2020 and will remain halted pending the satisfaction of all applicable requirements pursuant to Policy 2.4 of the TSX-V. As of October 26, 2020, DLC completed the interim financing by obtaining a short-term debt facility. Andrew Hulsh of Pepper Hamilton acted as legal advisor for Diagnostic Lab. Shauna Hartman of Armstrong Simpson acted as legal advisor for Auston Capital. De Visser Gray LLP provided its auditor’s report on the financials of Auston.