Update on Merger Agreement with Caduceus Software Systems Corp
PrAtlas/22497651

WINDSOR, Ontario - PrAtlas -- On June 21, 2019, CEN Biotech, Inc. (CEN) entered into a Merger Agreement (the "Merger Agreement") with Caduceus Software Systems Corp., a Wyoming corporation ("CSOC") and Caduceus Merger Sub, Inc., a Wyoming corporation and a wholly owned subsidiary of CSOC (the "Merger Sub").  Pursuant to the Merger Agreement, CEN, the Merger Sub and CSOC agreed to effect a merger transaction, pursuant to which CEN will merge with and into the Merger Sub, with CEN surviving and being a wholly owned subsidiary of CSOC (the "Merger").

Pursuant to the Merger Agreement, it was planned that the Merger, the Merger Agreement and the transactions contemplated thereby would close on or around August 30, 2019, subject to the satisfaction of certain conditions and covenants set forth in the Merger Agreement.  However, such conditions and covenants have not yet been met, and on August 27, 2019, the parties to the Merger Agreement entered into Amendment No.1 to Merger Agreement pursuant to which the parties extended the termination date under the Merger Agreement from August 30, 2019 to December 31, 2019.

There can be no assurance that the Merger or the Merger Agreement will close, or that the transactions contemplated thereby can be completed as planned, or at all.

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About CEN Biotech, Inc.
CEN Biotech, Inc. is a global holding company—dedicated to identifying and developing alternative approaches to business opportunities in diversified, yet related industries.

About Caduceus Software Systems Corp.
Caduceus Software Systems Corp. (OTC PINK: CSOC) designs and develops healthcare software. CSOC provides software for patient management, appointment scheduling, physician memorandum recording, medical symptoms monitoring, and ailment and digital image.

Forward-looking Statements

This press release contains "forward-looking" statements. In particular, the words "believe," "may," "could," "should," "expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and similar conditional words and expressions are intended to identify forward-looking statements. Any statements made in this press release about an action, event or development, are forward-looking statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions, many of which may be beyond control of CEN, that could cause actual results to differ from those in the forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Although CEN believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, factors that cannot be predicted with certainty, as well as additional risks and uncertainties that are identified and described in CEN's reports filed with the Securities and Exchange Commission (the "SEC"). Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. CEN does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement. You can also obtain additional information regarding CEN in CEN's filings with the SEC.

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Media Inquiries can be sent to:

Brian Payne, Vice President
CEN Biotech Inc.
(519) 419-4958, Extension 1506
brian@cenbiotechinc.com