Synergy Disc Replacement, Inc. entered into a non-binding letter of intent to acquire Tailwind Capital Corporation (TSXV:TW.P) in a reverse merger transaction on September 21, 2018. Synergy Disc Replacement, Inc. entered into a definitive agreement to acquire Tailwind Capital Corporation (TSXV:TW.P) on January 14, 2019. Under the terms of the deal, Tailwind and Synergy intend to complete a business combination to form a new company called SDRi Surgical Solutions Inc. Pursuant to the proposed transaction, the issued and outstanding common shares of Synergy, will be exchanged for an aggregate of 23.2 million common shares of Newco, the outstanding options to acquire 1.6 million Synergy Common Shares will be exchanged for replacement stock options issued by Newco with the same terms, each 9.9 issued and outstanding common shares of Tailwind will be exchanged for 1 Newco Common Share and each 9.9 outstanding stock options and agents' options of Tailwind will be exchanged for one stock option or agents' option of Newco exercisable at CAD 0.99 per share. If the transaction is, completed Tailwind expects to be listed on the Exchange as a technology issuer. Tailwind held a special meeting on January 18, 2019, which approved adding two Synergy nominees to its board of directors, consolidation of issued and outstanding shares of Tailwind on basis of one post consolidation share of Tailwind for every 9.9 pre consolidation Tailwind shares and change of name of Tailwind to SDRi Surgical Solutions Inc. Upon completion of the transaction it is expected that Dan Goldberger, will serve as Director and Chief Executive Officer, Joshua Lev as Chief Financial Officer, Neil Duggal as Chief Medical Officer and Director, Josh Butters as Chief Operating Officer and Corporate Secretary, Steve Farlow as Director and Chairman, George Baran and Tom Hodgson will serve as Directors. Pursuant to the letter of intent, the parties have agreed to cause Synergy to complete a private placement of Synergy Common Shares or subscription receipts exercisable into Synergy Common Shares with gross proceeds of CAD 5 million and that the agents will be paid a cash commission and will be granted broker warrants. The transaction is subject to approval of the transaction by Tailwind’s Board of Directors, satisfactory completion of due diligence, regulatory approval and execution of the definitive agreement. Shareholder approval is not required with respect to the Transaction under the rules of the Exchange.