Avisa Diagnostics Inc. — Regulatory Filings 2020

Jun 23, 2020

This is the form of material change report required under Section 85(1) of the Securities Act.

BC FORM 51-102F3
(formerly Form 53-901F)

Securities Act

MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT

Item 1. Reporting Issuer
FogChain Corp.
Suite 2050, 1055 West Georgia St.
PO Box 11121, Royal Centre
Vancouver, BC V6E 3P3

Item 2. Date of Material Change
June 23, 2020

Item 3. Press Release
A news release was disseminated on June 23, 2020

Item 4. Summary of Material Change
FogChain Corp. announces the termination of the share exchange agreement dated December 17, 2019, entered into between FogChain, Canadian Teleradiology Services Inc. ("CTS"), and the shareholders of CTS, effective June 22, 2020.

Item 5. Full Description of Material Change
Please see attached press release.

Item 6. Reliance on Section 85(2) of the Act
N/A

Item 7. Omitted Information
None

Item 8. Senior Officers/Directors
The following senior officers/directors of the Issuer are knowledgeable about the material change and may be contacted by the Commission at the address and telephone number:

Jim Cerna
CEO & Director
Suite 2050 – 1055 West Georgia St.

Ravinder Kang
Chief Financial Officer
Suite 2050 – 1055 West Georgia St.

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Vancouver, BC, V6E 3P3
(415) 745-8650

Vancouver, BC V6E 3P3
(604) 684-2181

Item 9. Statement of Senior Officer/Director

The foregoing accurately discloses the material change referred to herein.

Dated this 23rd Day of June, 2020.

"Jim Cerna"

Jim Cerna
Name

CEO & Director
Position / Title

Vancouver, B.C.
Place of Declaration

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FogChain

FOGCHAIN ANNOUNCES TERMINATION OF DEFINITIVE AGREEMENT WITH CANADIAN TELERADIOLOGY SERVICES INC.

VANCOUVER, BC, June 23, 2020 (OTCB: FOGCF; CSE: FOG; FRA: MUU3): FogChain Corp. ("FogChain" or the "Company") announces the termination of the share exchange agreement dated December 17, 2019, entered into between FogChain, Canadian Teleradiology Services Inc. ("CTS"), and the shareholders of CTS, effective June 22, 2020.

FogChain and CTS intended to complete a merger which would have constituted a reverse takeover of CTS by the Company (the "Transaction") pursuant to the listing rules of the Canadian Securities Exchange (the "CSE").

FogChain is evaluating a number of potential strategic opportunities to bring value to its shareholders.

Trading Halt

In relation to the Transaction, trading in the common shares of the Company ("Common Shares") was halted on December 17, 2019. The Company is coordinating with the CSE regarding the resumption of the trading of its shares and will announce the resumption date once available.

FogChain

FogChain is a fully integrated, end-to-end software development life cycle (SDLC) and quality assurance solutions provider. With its high-performance application development, testing and monitoring platform, Trident, FogChain’s suite of services and technology provides application development at scale with greater speed, greater efficiency and at a lower cost.

Learn more at www.FogChainInc.com

FogChain Media Contact: info@fogchaininc.com or 604-684-2181

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”,

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"intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the recommencement of the trading of the Common Shares and potential strategic opportunities for the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, uncertainty relating to the timing of resumption of trading or the Common Shares and the strategic direction of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news release. The CSE has neither approved nor disapproved the contents of this news release.