Osia Ventures Ltd. Announces Letter Agreement With Sunscape (Hong Kong) Limited and Its Shareholders and Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 9, 2010) -

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Osia Ventures Ltd. ("Osia") (TSX VENTURE:OSA.P), a capital pool company, is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") dated March 5, 2010 with Sunscape (Hong Kong) Limited ("Sunscape") and the shareholders of Sunscape - Sunscape (Holding) Limited and Mr. Baojun Zhang, for Osia's arm's length acquisition of 100% of the outstanding shares of Sunscape (the "Proposed Transaction"). The Proposed Transaction is intended to be Osia's Qualifying Transaction as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual (the "Manual") and is subject to regulatory approval.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Manual.

Proposed Transaction

Pursuant to the Letter Agreement, Osia will acquire all of the issued and outstanding common shares of Sunscape in consideration for 45,000,000 common shares of Osia (the "Osia Payment Shares"), which will represent approximately 62% of the Resulting Issuer as at the closing of the Proposed Transaction (the "Closing"). Some or all of the Osia Payment Shares will be subject to escrow provisions pursuant to Exchange policies. The Proposed Transaction, when completed, is intended to enable the Resulting Issuer to qualify as a Tier 2 Technology/Industrial Issuer on the Exchange. Contemporaneously with the Closing, it is intended that the Resulting Issuer will change its name to "Sunshine Agri-Tech Inc.". Such name change is subject to regulatory approval. It is expected that the Proposed Transaction is not subject to approval of Osia's shareholders as it is not a Non-Arm's Length Transaction.

Overview of Sunscape

Sunscape was incorporated in August of 2007 under the Companies Ordinance of Hong Kong. Sunscape is a holding company that owns 100% of Dalian Sunshine Agri-Tech Co., Ltd. ("Dalian Sunshine") located in Dalian, Liaoning Province, China which controls 100% of Changchun Sunshine Bio-Feed Co. Ltd. (the "Changchun Sunshine") as a variable interest entity. Dalian Sunshine is a Wholly Foreign Owned Enterprise incorporated under the business laws of China in September 2009, and Changchun Sunshine was incorporated under the business laws of China in December 2006. Sunscape is jointly owned by Sunscape (Holding) Limited (as to 80%) and Mr. Baojun Zhang, a Chinese citizen (as to 20%). Sunscape (Holding) Limited is a company incorporated in the British Virgin Island 100% owned by Mr. Baojun Zhang.

Dalian Sunshine operates in the animal feed industry and its line of products include microbial feed additives, bio-feed (which is a combination of traditional animal feed such as maize, wheat and soybean meal and Dalian Sunshine's microbial feed additives), and microbial fermented agents. Dalian Sunshine currently sells its products throughout China as well as in Japan and Korea.

In September 2009, Dalian Sunshine acquired various intellectual properties including animal feed recipes and seed microbiology from Dalian Sunscape Bio-Tech Co., Ltd. In September 2009, Dalian Sunshine entered into various agreements with Changchun Sunshine to engage Changchun Sunshine to execute various business operations on behalf of Dalian Sunshine. Sunscape, through its control of Dalian Sunshine, is determined by the management of Sunscape to be the primary beneficiary of all variable interests related to Changchun Sunshine's net assets and operations after September 2009, and as such Sunscape consolidates all of the net assets , operations and obligations of Changchun Sunshine from January 2007 to September 2009 in its Financials (as defined below). Sunscape follows the recommendation of inter alia CICA Accounting Guidelines 15 "Consolidation of Variable Interest Entities ("VIEs") in consolidating the accounts of VIEs.

Based on Dalian Sunshine's audited consolidated financial statements (the "Financials") expressed in Canadian dollars, Dalian Sunshine generated $2,609,818 in sales revenue and a net income of $107,320 during the nine-month period ended September 30, 2009. As of September 30, 2009, Dalian Sunshine had a cash balance of $422,083 and a net working capital of $518,604. Dalian Sunshine had $4,594,628 in sales revenue and a net income of $201,830 during the year ended December 31, 2008. As of December 31, 2008, Dalian Sunshine had a cash balance of $108,348 and a net working capital of $324,973.

Overview of the Animal Feed Industry

Animal feed additives are products used in animal nutrition for purposes of improving the quality of feed and the quality of food from animal origin, or to improve the animals' performance and health, e.g. providing enhanced digestibility of the feed materials. At the same time as making gains in production and efficiency, the industry is trying to maximize the health and well-being of the animals and minimize the impact of the industry on the environment. The use of feed additives has been an important part of achieving this success.

Traditional animal feed in the Chinese breeding industry involves the long-term heavy use of antibiotics and chemical substances, as well as concentrated trace elements (i.e., micronutrients) that are used to prevent growth of disease. As a result, problems such as more drug-resistant animals and drug residues in animals lead to animal products that pose a serious threat to human health. The use of modem biotechnology plays a significant role in the production of micro-ingredients for the feed industry. Dalian Sunshine, through the development of proprietary technologies and processes developed at its R&D center in Dalian, has developed high-tech animal feed additives and related products that support the increasing popular "green" animal products concept.

Concurrent Financing

In conjunction with the Proposed Transaction, Osia plans to conduct a non-brokered financing (the "Concurrent Financing") to raise $3,000,000 to $3,200,000 by the issuance of units of Osia (the "Units") at an intended price per Unit equal to the deemed issuance price (determined with reference to applicable Exchange policies) of the Osia Payment Shares. Each Unit will consist of one (1) common share of Osia and one-half of one (1/2) share purchase warrant (the "Warrant"). Each whole Warrant shall entitle the holder to purchase, for a period of two years following the Closing of the Proposed Transaction, one (1) additional common share of Osia at a price no less than the minimum share purchase warrant exercise price permitted by the Exchange under its "part and parcel pricing" rules in the first year, and thereafter until expiration at an exercise price which is $0.10 higher than the first year's exercise price.

Conditions of Closing

The Letter Agreement will be superseded by a definitive agreement to be negotiated among the parties. Completion of the Proposed Transaction is subject to certain conditions, including the completion of the Concurrent Financing, the receipt of any necessary regulatory approvals in respect of the Proposed Transaction, the election/appointment of new board members for the Resulting Issuer, the satisfactory completion by each party of its respective due diligence investigations, and such other closing conditions as are specified in the Letter Agreement and as may be specified in the definitive agreement.

Overview of Management and the Board of Directors

It is proposed that, upon completion of the Proposed Transaction, a new board of directors for Osia will be nominated or elected. The new board will consist of at least five directors to be nominated by Sunscape. The planned officers and directors of Osia upon the completion of the Proposed Transaction include:

Chief Executive Officer and Director - Baojun Zhang, PhD

Mr. Zhang holds a Bachelor's degree in animal husbandry from the Jilin Agricultural University, an MBA degree from Dalian University of Technology, and a PhD degree in preventive medicine from Jilin Agricultural University. He has over 19 years of experience in the animal husbandry, animal nutrition and veterinary fields.

Chief Technology Officer and Director - Jingchun Cui, PhD

Ms. Cui holds a Master's degree and PhD degree in Agriculture from the Northeast Agricultural University in China. She has been an Associate Professor at Dalian Nationalities University in the City of Dalian in China since 2002. She has been the Chief Technology Officer of Dalian Sunscape since 2002 and of Dalian Sunshine since its inception in 2009.

Chief Financial Officer - Jing Kuang, CPA, CGA

Ms. Kuang previously worked for internationally well-known accounting firms, including KPMG, LLP. She has obtained the CGA and CPA qualifications in Canada and the U.S. Ms. Kuang has a MBA degree from Northeastern University in China.

Director - Iat Wai Chan

Mr. Chan is an accomplished businessman with experience in various industries. Mr. Chan was also president, chief executive officer and a director of Panoramic Mirrors Inc. (currently known as GLG Life Tech Corporation) until February 2007. Mr. Chan currently operates an import/export business.

Director - Zhiping Wang

Mr. Wang is the Chairman and Chief Executive Officer of Asia Bio-Chem Group Company Ltd., Chairman of World Products Group Inc., a supplier of technology and equipment to the starch and agricultural industries in China from June 2001 to present, President of Krauss Maffei China Company GmbH, a machine manufacturer for numerous industries including the starch industry from July 1996 to December 2000, Chief Representative and General Manager (China) of Dorr Oliver Inc. , an engineering and machine manufacturer for the starch industry from November 1984 to June 1996.

Director - Dehui Wang, M.Sc.

Mr. Wang holds a Bachelor's degree and a Master's degree in Bio-physics from Jilin Agricultural University. He spent three years as a lecturer at Jilin Agricultural University and has extensive experience in food engineering and organic engineering. Mr. Wang is currently the Chief Engineer of Global Bio-chem Technology Group Company Limited ("GBT") and has worked with GBT for over ten years. GBT is a company listed for trading on the Hong Kong Stock Exchange.

It is also intended upon the completion of the Proposed Transaction, another director resident in Canada will be appointed as a director of the Resulting Issuer.

Sponsor

Jordan Capital Markets Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Additional information will be disclosed in a subsequent news release prior to the resumption of trading.

Trading of the common shares of Osia on the Exchange has been halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.

ON BEHALF OF THE BOARD

Iat Wai Chan, CEO

OSIA VENTURES LTD.

This press release contains forward-looking statements about Osia and Sunscape (collectively referred to as the "resulting issuer") and their respective businesses and future plans, including the planned acquisition, Concurrent Financing and proposed business. Forward-looking statements are statements that are not historical facts and include the nature of the Qualifying Transaction, securities anticipated to be issued to Sunscape's shareholders, Tier 2 listing on the Exchange, and the amount of the proposed Concurrent Financing. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause the resulting issuer's actual results or achievements to differ materially from those expressed in or implied by forward-looking statements. These risks, uncertainties and other factors include, without limitation, uncertainty as to resulting issuer's ability to achieve the goals and satisfy the assumptions of management; uncertainties as to the availability and cost of financing; the Exchange review and approval of the Proposed Transaction and proposed new directors and officers; general economic factors and other factors that may be beyond the control of the parties. Forward-looking statements are based on the beliefs, opinions and expectations of the management of Osia and Sunscape at the time they are made respectively, and neither Osia or Sunscape assumes any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change, to be maximum extent permitted by law.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to other Exchange requirements. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.