Term Sheet in Support of JV

On October 19, 2018, Amarantus Biocience Holdings, Inc. (OTCPK : AMBS, ‘AMBS,’ or the ‘Company’) entered into a term sheet with institutional investors (the ‘Investors’) to raise $700,000 in senior secured convertible debt  (the ‘Notes’) for the primary purpose of supporting a joint venture (the ‘JV’) proposal submitted by the Company to MER Telemanagement Solutions (NASDAQ :MTSL, ‘MTSL’). The Notes would be secured by 1,098,000 shares of MTSL that would be owned by the Company in the event the JV offer presented by the Company to MTSL is accepted.