Nebo Capital Corp. Agrees to Qualifying Transaction with Fusion Agiletech Partners Inc.

Toronto, Ontario--(Newsfile Corp. - February 22, 2018) - Nebo Capital Corp (NEX: NBO.H) ("Nebo") announces that it has signed a binding letter agreement (the "Letter Agreement") with Fusion Agiletech Partners Inc., a privately held corporation existing under the laws of Ontario ("Fusion"), which outlines the general terms and conditions pursuant to which Nebo and Fusion have agreed to complete a transaction that will result in a reverse take-over of Nebo by the shareholders of Fusion (the "Transaction"). The Letter Agreement was negotiated at arm's length and is effective as of February 21, 2018.

Fusion, through its wholly-owned US subsidiary Quisitive, plans to build one of North America's largest capabilities in customer-oriented information technology solutions, specializing in transformative technologies including blockchain, cloud and agile software development. Quisitive is one of Microsoft's U.S. partners, a Microsoft National Solutions provider and a leading Microsoft Blockchain partner. Fusion's growth strategy includes acquisition of IT services firms to build one of the industry's largest Consulting Services firms, bringing high value to Microsoft and their customers.

Fusion will fund investments in blockchain product innovation to create industry Blockchain-as-a-Service solutions. These solutions will leverage cloud and distributed ledger technology to build trust, simplicity, operational efficiency and enhanced customer experience. Fusion, in partnership with Microsoft, will be working with clients and developers across multiple industries to explore how blockchain can transform how business is done in areas as diverse as banking and financial services, supply chain, healthcare, travel and transportation, and energy and utilities. Fusion's Ledgerpay initiative will leverage Quisitive's unique experience in payment system technology and its strong relationships in the US banking and merchant communities.

Blockchain is a new technology that is a revolutionary way to do business — and Fusion plans to be at the forefront of it. The registered office address of Fusion is located at 34 King St. East, Suite 700, Toronto, Ontario M5C 2X8.

Terms of the Transaction

The Transaction is expected to proceed by way of a three cornered amalgamation (the "Amalgamation") pursuant to which Fusion shall amalgamate with a wholly-owned subsidiary of Nebo, and Nebo will acquire all of the issued and outstanding Class A common shares of Fusion (the "Fusion Shares"), representing all of the issued and outstanding securities of Fusion, in exchange for common shares of Nebo (the "Nebo Shares") on a 1:1 basis, at a deemed price of C$0.35 per Nebo Share or such other value that is acceptable to Nebo, Fusion and the TSX Venture Exchange (the "TSXV"), such that Fusion will be a wholly-owned subsidiary of Nebo. The Amalgamation will also provide that all outstanding options, warrants and broker warrants to purchase Fusion Shares shall be exchanged in accordance with their terms, on a 1:1 basis, for economically equivalent securities of Nebo.

Prior to the completion of the Transaction, Fusion will complete a brokered private placement led by Clarus Securities Inc. of 20,000,000 units ("Units") at a price of C$0.35 per Unit for aggregate gross proceeds of up to C$7,000,000 (the "Offering") or as determined by the parties to the Transaction.  Each Unit will consist of one Share and one half of one share purchase warrant. Each whole share purchase warrant (a "Warrant") will entitle the holder thereof to acquire an additional  Share at a price of C$0.50 until the date that is the earlier of (i) two years following completion of the Transaction; or (ii) three years following the closing of the Offering, subject to customary anti-dilution provisions.  Subject to the terms of an agency agreement to be entered into in connection with the Offering, the agents for the Offering are expected to receive a cash commission equal to 7% of the gross proceeds raised by such agents and such number of broker warrants ("Broker Warrants"), that is equal to 7% of the number of Units sold by such broker. Each Broker Warrant shall be exercisable to acquire one Unit (or one Share if the Warrants have expired at the time of exercise) at a price of C$0.35 by the date that is the earlier of (i) three years following completion of the Transaction; or (ii) four years following the closing of the Offering, subject to customary anti-dilution provisions.

The net proceeds from the Offering will be used to expand Fusion's business and for general corporate purposes.

Based upon the number of issued and outstanding shares in each of Nebo and Fusion on the date hereof, upon completion of the Transaction and the Offering, it is expected that there will be approximately 80,263,725 Nebo Shares issued and outstanding (non-diluted), of which the shareholders of Nebo will hold approximately 12.68%, the shareholders of Fusion will hold approximately 62.40% (assuming no exercise of any stock options of Nebo prior to closing), and the shareholders under the Offering will hold approximately 24.92%.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, all directors and officers of Nebo shall resign and be replaced by nominees of Fusion. The following sets out the names and backgrounds of the persons that have currently been identified to be considered directors and officers of the combined entity resulting from the Transaction (the "Resulting Issuer").

Mike Reinhart — Chief Executive Officer and Director - Mr. Reinhart is the Chief Executive Officer of Fusion. Mr. Reinhart is also currently the President of Fusion's US subsidiary, Quisitive, LLC. Reinhart has more than 20 years of experience leading National Microsoft IT Services firms and a strong reputation with Microsoft leadership.  He holds a Bachelor of Science degree in Computer Science from the University of Wisconsin- La Crosse and an MBA from the University of St. Thomas in Minnesota.

Gord McMillan — Director - Mr. McMillan has been an entrepreneur in the Canadian financial services industry since 1994.  He was the co-founder and Chief Executive Officer of Triax Capital Corporation and Skylon Capital Corporation, both of which were sold to large industry consolidators.  Mr. McMillan was also a shareholder and director of Fairway Capital Management Inc., Impax Funds Management Ltd. and i3 Advisors Inc.  Mr. McMillan has served on the boards of numerous companies and publicly listed investment funds.  Mr. McMillan was also a co-founder of Pivot Technology Solutions ("Pivot") and served on the Pivot board of directors from February, 2013 until June of 2016.  Currently Mr. McMillan serves on the board of LOGiQ Asset Management Inc., a TSX listed asset management firm.  Mr. McMillan holds a Bachelor of Laws degree from Queen's University in Kingston, Ontario and is a non-practicing member of the Law Society of Ontario.

Dave Guebert—director—Mr. Guebert is an experienced financial professional and business manager with over 35 years of experience in finance and accounting, 25 of which were served as chief financial officer of public and private companies in the resource, finance and technology sectors. He is currently the Chief Financial Officer of Clarocity Corporation, a technology company and also Marret Resource Corp., an investment entity.  He also serves as a member of the boards of directors (and chairman of the audit committee) of Legend Power Systems Inc., a technology company which has developed proprietary power savings systems and of Rocky Mountain Marijuana Inc., a start-up cannabis company. During his career, he has been employed in management and financial capacities in merchant energy, investment and technology industries.  In addition to these roles, Mr. Guebert spent two and a half years serving as Controller for the XV Olympic Winter Games. Mr. Guebert has a Bachelor of Commerce degree (University of Saskatchewan) along with both CPA-CA (Alberta) and CPA (Pennsylvania) designations.

As at the date hereof, the above individuals collectively own, in the aggregate, directly or indirectly, approximately 22.6% of the Fusion Shares. Fusion anticipates nominating two additional independent directors to the board of the Resulting Issuer upon completion of the Transaction.

Financial Information for Fusion

Nebo will provide further details in respect of the Qualifying Transaction, in due course by way of press release. However, Nebo will make available to the TSXV, all financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, summary financial information derived from such statements.

Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Fusion and will be an Industrial or Technology Issuer listed on the TSXV.

Conditions to Transaction

The Transaction is subject to various conditions, including as follows:

• prior to April 15, 2018, each of Nebo and Fusion shall call and hold meetings of their respective directors and if required, their shareholders, as applicable;

• Fusion will complete the Offering;

• Nebo and Fusion will enter into a definitive agreement (the "Definitive Agreement") in respect to the Transaction;

• Nebo shall have changed its name to such name as shall be determined by Fusion (the "Name Change");

• all outstanding Options (as defined below) will expire 12 months after completion of the Transaction; and

• all requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.

Pre-Closing Capitalization of Nebo

As of the date hereof, Nebo has 10,175,000 Nebo Shares issued and outstanding, and options (the "Options") to acquire an aggregate of 150,000 Nebo Shares. Based upon the number of issued and outstanding securities of Nebo and Fusion on the date hereof, upon completion of the Transaction and the Offering, the Resulting Issuer will have approximately 80,263,725 Nebo Shares issued and outstanding, together with an aggregate of 10,000,000 Warrants, 1,400,000 Broker Warrants, and 150,000 Options (not accounting for any exercises thereof).

Additional Information Regarding the Transaction

In connection with the Transaction, each shareholder of Fusion will receive one Nebo Share for each Fusion Share then held, resulting in the issue to such shareholders of Fusion of 50,088,725 Nebo Shares. The Transaction is subject to requisite regulatory approval, including the approval of the TSXV and standard closing conditions, including the approval of the directors of each of Nebo and Fusion of the Definitive Agreement, completion of due diligence investigations to the satisfaction of each of Nebo and Fusion, as well as the conditions described herein. The final legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies.

Nebo and Fusion shall use their commercially reasonable efforts to complete the Transaction by May 3, 2018, or such later date as the parties may agree to in writing. In the event that the Transaction has not been completed by June 30, 2018, each of the parties shall be entitled to terminate its obligations under the Letter Agreement.

Nebo exists under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. It is a capital pool company and intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Nebo is a "reporting issuer" within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).

Since the Transaction is an arm's length transaction, Nebo is not required to obtain shareholder approval for the Transaction.

Nebo's common shares are currently listed for trading on the NEX board of the TSXV. In accordance with TSXV policy, however, the Corporation's Common Shares are currently halted from trading and will remain halted until such time as determined by the TSXV, which, depending on the policies of the TSXV, may not occur until the completion of the Qualifying Transaction.

Sponsorship

Nebo proposes to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Nebo from all or part of applicable sponsorship requirements.

Further Information

All information contained in this news release with respect to Nebo and Fusion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Neil Halldorson, President and Chief Executive Officer, Nebo Corp.

Telephone: (604) 689-1428
Email: nhalldorson@gmail.com

Mike Reinhart, Chief Executive Officer, Fusion.

Telephone: (972) 536-1025
Email: mike.reinhart@quisitive.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 a capital pool company 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 THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. 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 the forward-looking statements and information contained in this news release. Except as required by law, Nebo and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.