Vancouver, British Columbia--(Newsfile Corp. - November 3, 2026) - Lincoln Ventures Ltd. (TSXV: LX.H) ("Lincoln" or the "Company") is pleased to announce that it has entered into a binding letter agreement effective September 30, 2026 (the "Agreement") pursuant to which Lincoln will acquire all of the issued and outstanding shares of Aegis Medical Innovations Inc. ("Aegis") in exchange for common shares of Lincoln (the "Transaction"). The parties intend to enter into a formal agreement which contemplates using a three-cornered amalgamation as the structure for the Transaction. On closing, Lincoln intends to change its name to "Sierra Medical Innovations Inc."
Lincoln is a company existing under the laws of British Columbia and its common shares trade on the NEX board of the TSX Venture Exchange (the "TSXV") but will remain halted pending closing of the Transaction. Following completion of the Transaction, the resulting issuer from the Transaction ("Sierra") will continue the business of Aegis and it is anticipated that its common shares will trade on the TSXV as a Tier 2 life sciences issuer. The proposed Transaction is expected to be an arm's length transaction pursuant to the policies of the TSXV. www.sierra.med
Aegis Medical Innovations Inc.
Aegis Medical Innovations Inc., a private company incorporated under the laws of the Province of British Columbia, is a medical device company focused on the development of cardiovascular healthcare technology. Aegis has created the Sierra Aegis Left Atrial Appendage (LAA) Epicardial Ligation System (the "Sierra System"), a micro-invasive procedure which uses the world's first epicardial only LAA seclusion tool and guidance system. The Sierra System was developed and patented in collaboration with Mayo Clinic, to address the high stroke risk in patients with an untreated irregular heartbeat ("atrial fibrillation" or "AFib").
AFib increases the risk of having an ischemic stroke (a stroke caused by a blood clot) by roughly three to five times compared to people without the condition.1,2 Prescribed treatments such as oral anticoagulants (blood thinners) can lower the risk of AFib-related strokes by about 64%;3 however, an estimate of up to 50% of eligible AFib patients cannot tolerate, or have relative or absolute contraindications to, blood thinners.4
In-human pre-clinical trials of the Sierra System were conducted on seven patients in 20145 with a 1-year study. This was followed by a 7-year follow-up study published in September 20266 tracking the in-human trial evaluations of patients with high stroke risk and absolute contraindications to blood thinners. The long-term data demonstrated:
- 100% success rate in complete left atrial appendage exclusion
- Zero strokes, thromboembolic events, or device-related thrombi over the 7-year monitoring period
- Zero long-term complications, such as peri-device leaks or cardiac tamponade, even without ongoing anticoagulation therapy (blood thinners)
Aegis Business Plan
Upon completion of the Transaction, Aegis intends to undertake a CE mark clinical trial in Europe in conjunction with European Union health, safety and environmental protection legislation. A CE mark clinical trial is a study conducted on medical devices to gather data required to secure a European Conformity (CE) mark under European Union regulations. A valid CE mark would permit commercial sales of the Sierra System within the European Economic Area, provided that it undergoes the proper conformity assessment and meets all applicable EU health, safety, and environmental standards.
Current Commercial Left Atrial Appendage Closure (LAAC) Methods and Market Size
LAAC closure is primarily used to reduce stroke risk in patients with non-valvular atrial fibrillation (A-fib) who cannot tolerate long-term oral anticoagulants (blood thinners). Procedures primarily fall into two main categories:
1)Epicardial non-surgical/surgical/hybrid exclusion (external LAA closure by clamping or tying off the LAA from outside the heart). The Sierra System is the world's first epicardial-only patented non-surgical LAA seclusion tool and guidance system in clinical/investigational development.
AtriClip (AtriCure) is a surgically implanted epicardial device. AtriCure, Inc. describes its AtriClip devices as the most widely implanted left atrial appendage management devices in the world,7 and reported 2025 worldwide Appendage Management revenue of approximately US$220 million.8 Other commercial epicardial surgical exclusion devices include the Penditure LAA Exclusion System (Medtronic).9
2)Endocardial percutaneous occlusion (catheter-based plugging of the LAA from inside the heart).
Boston Scientific's WATCHMAN is the market-leading endocardial LAAC platform with world-wide 2025 sales of US$1.96 billion, including US$1.79 billion in the United States, an increase of 29% over 2024.10 WATCHMAN is the market-leading endocardial LAAC platform,11 with other commercial devices including the Amplatzer Amulet (Abbott) and AnchorMan (MicroPort CardioFlow).12
The United States is the largest market for LAAC devices: approximately 91% of Boston Scientific's 2025 WATCHMAN sales were generated in the U.S.13
Summary of the Transaction
Under the terms of the Agreement, Lincoln, or a wholly owned subsidiary of Lincoln, will acquire 36,823,916 Aegis shares, being all of the issued and outstanding shares of Aegis, in exchange for common shares of Lincoln at an exchange ratio of 3.22 common shares of Lincoln per one Aegis share. Currently the Transaction is expected to be completed by a three-cornered amalgamation. Closing of the Transaction will be subject to completion of the financings described below after which Aegis shareholders will own 60% of the issued and outstanding common shares of Sierra. The Transaction will constitute a reverse takeover of Lincoln under the policies of the TSXV.
Financing:
Lincoln will complete a bridge financing (the "Bridge Financing") of C$300,000 at a price of $0.05 per share, resulting in the issuance of 6,000,000 common shares of Lincoln.
Lincoln will undertake financing for a total of C$6,950,000 (the "Concurrent Financing"), the terms of which are to be determined and will be disclosed in a subsequent news release. Up to $1 million of that financing will be conducted directly into Aegis in order to initiate and accelerate the CE mark clinical trial and related manufacture of the Sierra System. Aegis and Lincoln may pay finder's fees or commissions in connection with the financings.
The parties anticipate completing the Transaction by January 31, 2027, subject to the satisfaction of all conditions. Lincoln may pay finder's fees or commissions in connection with the Transaction, on terms to be mutually agreed to by the parties.
Proposed Management and Board
The board of directors of Sierra is expected to consist of five directors, including two nominees appointed by Lincoln and three nominees appointed by Aegis. The nominees of Lincoln will be John Proust and Murray Flanigan. Lincoln is working with Aegis to identify the Aegis director nominees along with the Sierra management team, all of whom will be identified in a subsequent news release.
Below are brief biographies of the Lincoln nominees to the Sierra board of directors:
John Proust - Director
John Proust is a lifelong entrepreneur and has been an active participant in the Canadian capital markets for more than 30 years. An independent businessman, Mr. Proust is a founder, builder, financier and principal shareholder of numerous public and private resource-based companies. He holds and has held senior operating roles and board positions of public companies on the TSX Venture Exchange (TSXV), Canadian Stock Exchange (CSE), Johannesburg Stock Exchange (JSE), and Alternative Investment Market (AIM). Mr. Proust is currently Chairman & CEO of Japan Gold Corp., and Chairman & CEO of Southern Arc Minerals Inc. Mr. Proust is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of Chartered Director (C. Dir.).
Murray Flanigan - Director
Murray Flanigan is the Co-Founder of Dova Health Intelligence Inc, a precision health technology company developing image-based AI-powered solutions to improve diagnosis, disease monitoring, and treatment decision-making in gastrointestinal medicine. Dova Health builds AI tools that assist GI clinicians with granular disease assessment of ulcerative colitis and real-time neoplasia detection and biopsy targeting in Barrett's esophagus, a very serious precancerous condition that currently affects tens of millions of individuals around the world. Mr. Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with a strong background in corporate finance, mergers & acquisitions, international taxation, risk management, banking, corporate restructuring and accounting. He is a former Managing Principal of Kepis & Pobe Financial Group Inc which is a private equity firm focusing on investments in the global energy sector and other disruptive technologies. Prior to forming his own consulting company, Mr. Flanigan served as Senior Vice President, Corporate Development and CFO of Qwest Investment Management where he closed numerous debt and equity financings and oversaw the launch of various financial products and services. Mr. Flanigan currently sits on several public company Boards where he serves as the audit committee chairman.
Conditions to Closing
The closing of the Transaction is subject to various conditions, including, the completion of the Bridge Financing and Concurrent Financing, obtaining the approval of Aegis shareholders if required, obtaining the approval of the TSXV, and compliance with applicable securities laws and regulatory requirements.
Shareholder Approval
At this time, and in accordance with the policies of the TSXV, Lincoln does not anticipate seeking shareholder approval for the Transaction as the Transaction is not a related party transaction, the Company is listed on the NEX without active operations, the Issuer is not subject to a cease trade order, and shareholder approval is not required under applicable corporate and securities laws. If the transaction proceeds as a three-cornered amalgamation, then Aegis shareholder approval will be required. A shareholder holding 75.58% of the common shares of Aegis has signed a standstill, lock up and support agreement with Lincoln (the "Support Agreement"). Pursuant to the Support Agreement, the shareholder agrees not to solicit activities that are competitive to the Transaction, to vote his shares in favour of the Transaction and to use his reasonable efforts to assist Lincoln to complete the Transaction. The Support Agreement will remain in force until the earlier of the completion of the Transaction, January 31, 2027, or the termination of the Agreement.
Prism Diversified Ltd.
Lincoln will not be proceeding with the previously announced binding letter of intent dated November 15, 2023, with Prism Diversified Ltd.
For more information, contact:
John Proust
President, Lincoln Ventures Ltd.
Tel: +1 604 644-1470
www.sierra.med
Email: jproust@jproust.ca
Disclaimer
Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of the Bridge Financing and the Concurrent Financing, TSXV acceptance, the approval of Aegis' shareholders and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until these conditions are met. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Lincoln should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the terms and structure of the Transaction and consideration paid by the Company thereunder, the expectations that the Transaction will be an arm's length transaction, the entering into a definitive agreement, closing of the Transaction, launching, terms and completion of the Bridge Financing and the Concurrent Financing., the payment of any finder's fees and the composition of board and management of Sierra. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the Transaction, the timing and receipt of all applicable regulatory, corporate and third-party approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to closing, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws.
The securities offered under the Bridge Financing and the Concurrent Financing have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.
1 Wolf PA, Abbott RD, Kannel WB. "Atrial fibrillation as an independent risk factor for stroke: the Framingham Study." Stroke. 1991;22(8):983-988. doi:10.1161/01.str.22.8.983. https://pubmed.ncbi.nlm.nih.gov/1866765/
2 American Heart Association (AHA) and American Stroke Association (ASA): https://www.ahajournals.org/doi/10.1161/strokeaha.115.012004
3 Hart RG, Pearce LA, Aguilar MI. "Meta-analysis: antithrombotic therapy to prevent stroke in patients who have nonvalvular atrial fibrillation." Annals of Internal Medicine. 2007;146(12):857-867. https://pubmed.ncbi.nlm.nih.gov/17577005/
4 Wong GX, et al. "Transcatheter Left Atrial Appendage Closure." Methodist DeBakey Cardiovascular Journal. 2023. doi:10.14797/mdcvj.1215. https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10198237/
5 Batko J, Litwinowicz R, Kapelak B, Bartus K. "First-in-Human Percutaneous Epicardial-Only Left Atrial Appendage Closure Using Sierra Left Atrial Appendage Ligation System." Journal of Clinical Medicine. 2024;13(23):7417. doi:10.3390/jcm13237417.
6 Piotrowski M, Karpierz JI, Litwinowicz R, Kapelak B, Bartus K. "Seven years of follow-up of first-in-human percutaneous epicardial-only left atrial appendage closure using Sierra device." Cardiovascular Revascularization Medicine. 2026. https://www.crtonline.org/crm-details/seven-years-of-follow-up-of-first-in-human-percuta
7 AtriCure, Inc. "AtriClip FLEX·V Device." https://www.atricure.com/AtriClip-FLEX-V-Device
8 AtriCure, Inc. "AtriCure Reports Fourth Quarter 2025 and Full Year 2025 Financial Results." Business Wire, February 17, 2026. U.S. Appendage Management revenue of US$178.1 million and international of US$42.1 million. https://www.businesswire.com/news/home/20260217913212/en/AtriCure-Reports-Fourth-Quarter-2025-and-Full-Year-2025-Financial-Results
9 "Medtronic Launches Penditure LAA Exclusion System in the United States." Cardiac Interventions Today, November 27, 2023. https://citoday.com/news/medtronic-launches-penditure-laa-exclusion-system-in-the-united-states
10 Boston Scientific Corporation. "Q4 2025 Financial & Operational Highlights." February 4, 2026. https://investors.bostonscientific.com/~/media/Files/B/Boston-Scientific-IR-V3/q4-2025-financial-and-operational-highlights.pdf
11 Kelly S. "Why heart device makers are investing in left atrial appendage closure." MedTech Dive, December 12, 2023. https://www.medtechdive.com/news/heart-device-makers-left-atrial-appendage-closure/702258/
12 MicroPort CardioFlow. "MicroPort CardioFlow Receives EU Market Approval for AnchorMan." March 3, 2025. https://microport.com/news/microport-cardioflow-receives-eu-market-approval-for-anchorman
13 Boston Scientific Corporation. "Q4 2025 Financial & Operational Highlights." February 4, 2026. https://investors.bostonscientific.com/~/media/Files/B/Boston-Scientific-IR-V3/q4-2025-financial-and-operational-highlights.pdf (US$1,791 million of US$1,958 million worldwide).
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