Matinas BioPharma Holdings, Inc. (NYSE American: MTNB) ("Matinas" or the "Company"), today announced that it has entered into a definitive business combination agreement (the "Business Combination Agreement") with GH Power Inc. ("GH Power") to create a NYSE-listed and publicly-traded critical minerals and clean energy company focused on modular reactors that convert recycled metals into high value advanced materials, clean hydrogen, and usable heat for industrial, utility and distributed energy applications (the "Business Combination"). The Company also announced that it has entered into a definitive stock purchase agreement (the "Stock Purchase Agreement") to sell Matinas BioPharma Nanotechnologies, Inc., including MAT2203 and the Company’s lipid nano-crystal ("LNC") technology platform, to Azurity Pharmaceuticals, Inc. ("Azurity").

Pursuant to the Business Combination Agreement, a newly formed Ontario corporation expected to be named GH Power International at or prior to the closing of the Business Combination ("GHP International") will become the public parent company of GH Power and Matinas. In the first step, pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario), a wholly owned Ontario subsidiary of GHP International will amalgamate with GH Power to form an amalgamated corporation that will be a wholly owned subsidiary of GHP International.

Under the terms of the Stock Purchase Agreement, Azurity will acquire Matinas BioPharma Nanotechnologies, Inc., including all rights to MAT2203 and Matinas’s LNC technology platform, for $4.0 million in upfront cash consideration, subject to customary adjustments, plus up to an additional $17.5 million in potential milestone payments and future mid-single-digit royalties on net sales and certain licensing proceeds generated by MAT2203.