Aumento Capital IX Corp. Announces Definitive Agreement for Proposed Qualifying Transaction with Pluribus Technologies Inc.

Toronto, Ontario--(Newsfile Corp. - December 2, 2021) - Aumento Capital IX Corp. (TSXV: AUIX.P) ("AUIX"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "TSXV"), is pleased to announce it has entered into a business combination agreement dated December 1, 2021 (the "Business Combination Agreement") with Pluribus Technologies Inc. ("Pluribus"), a private company incorporated under the Canada Business Corporations Act, pursuant to which AUIX will acquire all of the issued and outstanding securities of Pluribus by way of a three-cornered amalgamation with a wholly-owned subsidiary of AUIX ("Subco") under the federal laws of Canada, with such acquisition (the "Proposed Transaction") constituting a reverse take-over of AUIX, subject to the terms and conditions outlined below. AUIX as the resulting issuer following the completion of the Proposed Transaction (the "Resulting Issuer") will continue on the business of Pluribus. AUIX intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSXV. It is anticipated that the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed for trading on the TSXV.

Unless otherwise noted, all financial information is in Canadian Dollars. Financial information presented in United States Dollars are labelled as being presented in "USD" and similarly financial information presented in British Pounds are labelled as being presented in "GBP".

Pluribus Technologies Inc.

Pluribus is a technology company that acquires small, profitable business-to-business software companies at reasonable prices in a range of verticals and industries. Pluribus provides experienced sales and marketing resources, strategic partnerships and enabling technologies including automation, self-service and artificial intelligence/machine learning to create new revenue streams and enable companies to grow into significant organizations in their respective markets.

The following table contains selected financial information in respect of Pluribus that is derived from Pluribus' comparative audited financial statements for the years ended December 31, 2019 and 2020 and unaudited financial statements for the nine-month period ended September 30, 2021. This information should be read in conjunction with Pluribus' audited and unaudited financial statements for the periods presented which will be included in the filing statement to be filed by AUIX on SEDAR in connection with the Proposed Transaction (the "Filing Statement").

Crescere Frameworks, LLC o/a The Learning Network

On March 31, 2019, Pluribus acquired all of the assets of The Learning Network, Inc., a developer of a web-based eLearning platform.

Now named Crescere Frameworks, LLC ("Crescere") and operating as "The Learning Network", Crescere is one of the leading National Association of State Boards of Accountancy approved providers of continuing education for the accounting industry. From global networks to independents firms, its learning management platform serves today's Chartered Professional Accountant community with the tools necessary to accelerate professional growth, meet requisite certifications and build an enterprise-wide foundation of intellectual capital. Crescere was formed on January 8, 2018 and operates out of California.

Crescere was included in the consolidated financial information of Pluribus for the years ended December 31, 2019 and 2020, and the nine-month period ended September 30, 2021.

Assured Software Ltd.

On April 30, 2019, Pluribus acquired all of the issued and outstanding shares of Assured Software Limited ("Assured"). Assured provides a cloud-based property restoration and contents job management platform for insurance restoration stakeholders. Built on Salesforce Cloud Platform, Assured JobCheck™ and Assured PackOut™ focus on increasing productivity, collaboration and ease of use. Assured was formed on December 31, 2007 and operates out of British Columbia.

Assured was included in the consolidated financial information of Pluribus for the years ended December 31, 2019 and 2020, and the nine-month period ended September 30, 2021.

TeleMED Diagnostic Management Inc. and TDM Telehealth Technology Ltd.

On December 16, 2019, Pluribus acquired all of the issued and outstanding shares of TeleMED Diagnostic Management Inc. ("TeleMED") and TDM Telehealth Technology Ltd. ("TDM"), which together provide medical diagnostic data management.

TeleMED is a pioneer and leader in designing and engineering innovative solutions for the electronic management of non-invasive medical test data within a diagnostic environment. TDM was incorporated on January 3^rd, 2008 and operates out of Alberta and TeleMed was incorporated on July 20, 2000 and operates out of Ontario.

TeleMED and TDM were included in the consolidated financial information of Pluribus for the year ended December 31, 2020, and the nine-month period ended September 30, 2021.

LogicBay Corporation

On September 30, 2020, Pluribus acquired all the shares of LogicBay Corporation ("LogicBay").

LogicBay provides technology-enabled Partner Relationship Management ("PRM") and ecosystem solutions that enable organizations to build, scale, and optimize their sales channel. LogicBay's PRM technology supports the entire sales channel life cycle from recruiting and onboarding sales partners to managing a global network of partners in multiple languages. FUSE, a member-based digital ecosystem for the manufacturing industry fosters opportunities for members to connect and collaborate effectively, exchange information, gain immediate access to content & courses, and activate new and incremental sources of revenue. LogicBay was formed on January 14, 2003 and operates out of North Carolina.

The following table contains selected financial information in respect of LogicBay that is derived from LogicBay's comparative audited financial statements for the nine-month period ended September 30, 2020. This information should be read in conjunction with LogicBay's audited financial statements for the period presented which will be included in the Filing Statement. LogicBay was included in the consolidated interim financial statements of Pluribus for the nine-month period ended September 30, 2021.

SkilSure Inc.

On May 5, 2021, Pluribus acquired certain assets of Claymore Inc. and Skilsure Ltd., together now called SkilSure Inc. ("SkilSure").

SkilSure provides customized professional development and competence assurance software and services. With more than 500,000 users across North America and the United Kingdom, SkilSure has vast experience in tracking the progress of job-specific competency-based training. Services include automated training needs analyses, continuing professional development solutions, online testing, mentoring solutions, eLearning and competence tracking and verification systems and e-portfolio systems. SkilSure is an online solution for planning, mentoring, and supporting development; tracking development progress against competence requirements; building and maintaining e-portfolios to support accomplishment; and allowing controlled access to review, appraise and comment on evidence of accomplishment. SkilSure was incorporated on February 20, 2020 and operates out of Ontario.

The following table contains selected financial information in respect of SkilSure that is derived from SkilSure's comparative audited financial statements for the year ended April 30, 2021. This information should be read in conjunction with SkilSure's audited financial statements for the period presented which will be included in the Filing Statement. SkilSure was included in the consolidated interim financial statements of Pluribus for the nine-month period ended September 30, 2021.

ICOM Productions Inc.

On May 26, 2021, Pluribus acquired all the shares of ICOM Productions Inc. ("ICOM"). ICOM develops innovative learning solutions, partnering with some of the world's largest and most dynamic organizations to create high-impact products with targeted learning objectives. It specializes in online learning, video and motion graphics production, virtual reality and 3D development and eco learning systems. ICOM was formed on June 30, 2015 and operates out of Alberta.

The following table contains selected financial information in respect of ICOM that is derived from ICOM's comparative audited financial statements for the year ended December 31, 2020. This information should be read in conjunction with ICOM's audited financial statements for the period presented which will be included in the Filing Statement. ICOM was included in the consolidated interim financial statements of Pluribus for the nine-month period ended September 30, 2021.

POWR, Inc.

On July 14, 2021, Pluribus acquired all the shares of POWR, Inc. ("POWR"). POWR is one of the web's leading platforms that helps eCommerce businesses turn website visitors into customers. With 60+ solutions that are easy-to-use, POWR's platform is customizable, and affordable, businesses can accelerate their growth by optimizing lead collection and conversions on their website and is trusted on over 12 million websites worldwide. POWR is headquartered in San Francisco and has a global team. POWR was formed on March 27^th, 2014 and operates out of California.

The following table contains selected financial information in respect of POWR that is derived from POWR's comparative audited financial statements for the year ended December 31, 2020 and unaudited financial statements for the six month period ended June 30, 2021 . This information should be read in conjunction with POWR's audited and unaudited financial statements for the periods presented which will be included in the Filing Statement.

Pathways Trainings & eLearning Inc.

On August 20, 2021, Pluribus, through its wholly-owned subsidiary, 11273418 Canada Inc., acquired all the shares of Pathways Trainings & eLearning Inc. ("Pathways"). Pathways is an Ontario based company that specializes in training & development, learning technologies and change management. Pathways creates custom LMS' for clients using Moodle open source code and their various plugins. These systems allow clients to quickly access all training videos, manuals and eLearning courses at one easy site. Pathways also owns the rights to over 25 skills training courses that it has developed over time, and these are licensed to clients. The types of courses include customer service, leadership and management, sales and relationship management, social media strategy, diversity training and courses for instructional designer or eLearning developers. Pathways was formed on October 1, 2018 and operates out of Ontario.

The following table contains selected financial information in respect of Pathways that is derived from Pathways' comparative audited financial statements for the year ended September 30, 2021 and unaudited financial statements for the nine-month period ended June 30, 2021. This information should be read in conjunction with Pathways' audited and unaudited financial statements for the periods presented which will be included in the Filing Statement.

DocMoto

On September 30, 2021, Pluribus, through its wholly-owned subsidiary, Pluribus Technologies Limited, acquired all the shares of Cranham Haig Ltd. ("DocMoto"), operating as "DocMoto". DocMoto is a complete document and email management system for OSX and Windows focusing on the legal profession. It is a true multi-user application which is simple to use and delivers powerful business benefits including email attachment management, content tagging, searching, sharing, and full revision control which is critical in creating efficiencies in processing legal documents such as contracts. DocMoto was incorporated on September 26, 1996 and operates out of the United Kingdom.

The following table contains selected financial information in respect of DocMoto that is derived from DocMoto's comparative audited financial statements for the year ended September 30, 2021 and unaudited financial statements for the nine-month period ended June 30, 2021. This information should be read in conjunction with DocMoto's audited and unaudited financial statements for the periods presented which will be included in the Filing Statement.

Summary of the Qualifying Transaction

The Business Combination Agreement contemplates AUIX and Pluribus completing an arm's length three-cornered amalgamation, pursuant to which Resulting Issuer Shares will be issued to holders of Pluribus Common Shares (as defined below).

AUIX currently has 2,000,000 common shares (the "AUIX Shares") issued and outstanding. Additionally, AUIX has 200,000 options outstanding under its incentive stock option plan and 100,000 agent's options granted pursuant to its initial public offering.

Prior to the Closing Date (as defined below), AUIX shall undertake a consolidation (the "Consolidation") of the AUIX Shares on a 7.94118 for 1 basis.

Prior to the completion of the Offering (as defined below), Pluribus authorized for issue an unlimited number of (i) Class A Common Shares (the "Class A Shares"), (ii) Class A Common Shares - Series 1 (the "Series 1 Shares"), (iii) Class A Common Shares - Series 2 (the "Series 2 Shares"), Class B Common Shares (the "Class B Shares", collectively with the Class A Shares, Series 1 Shares and Series 2 Shares, the "Pluribus Common Shares") and Class A Preferred Shares (the "Pluribus Preferred Shares"). There are currently 1,197,797 Pluribus Common Shares and 335,631 Pluribus Preferred Shares outstanding. Additionally, there are outstanding options and warrants to acquire an aggregate of 714,562 Pluribus Common Shares.

In accordance with the terms of the Business Combination Agreement, the Proposed Transaction will be structured as a "three-cornered amalgamation" involving Pluribus, Subco and AUIX. In connection with closing of the Proposed Transaction, it is expected that, among other things:

• Pluribus and Subco will be amalgamated under the Canada Business Corporations Act (the "Amalgamation") and the resulting amalgamated entity will become a wholly-owned subsidiary of AUIX.
• each Pluribus Common Share will be cancelled, and the former holders of Pluribus Common Shares (including the Pluribus Common Shares issued upon conversion of the Subscription Receipts (as defined below) issued under the Offering) will receive 7.42 Resulting Issuer Shares for each Pluribus Common Share held by them.
• Other securities of Pluribus (including warrants and options that are exercisable into Pluribus Common Shares) will be cancelled, and the former holders of such securities will receive economically equivalent securities of the Resulting Issuer.
• the Resulting Issuer will have obtained conditional approval of the TSXV for the listing on the TSXV of the Resulting Issuer Shares, as required by TSXV policies.

The Pluribus Preferred Shares shall either be redeemed by Pluribus prior to the date of closing of the Proposed Transaction (the "Closing Date") or otherwise treated in connection with the Proposed Transaction as the parties may determine, each acting reasonably.

It is anticipated that a total of 11,419,037 Resulting Issuer Shares, having a deemed value of $77,078,501.2 based upon the price of the Subscription Receipt Financing, will be issued to current security holders of Pluribus.

Upon completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: Pluribus security holders - 74.29%; Pluribus Subscription Receiptholders - 24.07% and existing AUIX shareholders - 1.64%, subject to change as a result of the final size of the Offering and other issuances of securities of Pluribus prior to closing of the Proposed Transaction.

The parties to the Proposed Transaction are at arm's length and it is therefore anticipated that the approval of the shareholders of AUIX in respect of the Proposed Transaction will not be required. It is anticipated that the Proposed Transaction and Business Combination Agreement will be put before the shareholders of Pluribus for their approval.

Conditions to Closing

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (ii) the absence of any material change or a change in a material fact or a new material fact affecting AUIX or Pluribus; (iii) the completion of the Consolidation and the name change of AUIX (the "Name Change") to "Pluribus Technologies Inc." or such other name as determined by Pluribus; (iv) if applicable, AUIX having received appropriate approvals from its shareholders; and (v) Pluribus having received appropriate approvals from its shareholders. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

Offering

In connection with the Proposed Transaction, Pluribus is completing a brokered private placement of up to 3,703,704 subscription receipts ("Subscription Receipts") at a price of $6.75 per Subscription Receipt (the "Issue Price") for gross proceeds of up to $25,000,000 (the "Offering"). The Offering is being conducted on a commercially reasonable efforts by a syndicate of agents led by Canaccord Genuity Corp. ("Canaccord") and Scotia Capital Inc., and including Desjardins Securities Inc., PI Financial Corp. and Raymond James Ltd. (collectively the "Agents"). Upon satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt shall be deemed to be automatically exercised, without payment of any additional consideration and without further action on the part of the holder thereof, into 0.134771 of one Pluribus Common Share, subject to adjustment in certain events. Pursuant to the Proposed Transaction, each 0.134771 of one Pluribus Common Share shall be exchanged for one (1) whole Resulting Issuer Share.

The Agents shall have the option, exercisable at any time up to 48 hours prior to the Closing Date, to increase the size of the Offering by up to 20% additional Subscription Receipts at the Issue Price to raise up to $5,000,000 of additional gross proceeds (the "Agents Option").

On the Closing Date, the gross proceeds of the Offering, less (i) 50% of the Cash Commission (as defined below), and (ii) 100% of the estimated expenses of the Agents payable by the Company in connection with the Offering (the "Escrowed Proceeds") will be delivered to TSX Trust Company, as escrow agent, (the "Escrow Agent") and invested in an interest bearing account (the "Escrowed Proceeds" and together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds") pursuant to the terms and conditions of a subscription receipt agreement to be entered into on the Closing Date among Pluribus, AUIX, Canaccord and the Escrow Agent (the "Subscription Receipt Agreement").

The remaining balance of the Cash Commission together with the balance of any expenses of the Agents payable in connection with the Offering will be released to the Agents out of the Escrowed Funds and the balance of Escrowed Funds will be released from escrow by the Escrow Agent to Pluribus upon the satisfaction of certain escrow release conditions contained in the Subscription Receipt Agreement (collectively, the "Escrow Release Conditions").

In consideration for their services in connection with the Offering, the Agents will receive 6.0% of the aggregate gross proceeds of the Offering payable in cash or Subscription Receipts, or any combination of cash or Subscription Receipts at the option of Canaccord (the "Cash Commission"), and that number of warrants (the "Agents' Warrants") which is equal to 6.0% of the number of Subscription Receipts issued pursuant to the Offering. Each Agents' Warrant will entitle the holder thereof to acquire 0.134771 of one Series 1 Share at an exercise price equal to the Issue Price for a period of 24 months following the date the Escrow Release Conditions are satisfied. The Cash Commission and Agents' Warrants are subject to reduction in respect of certain subscribers identified by Pluribus on a president's list.

If (i) the Escrow Release Conditions are not satisfied or waived (to the extent waiver is permitted) on or before the date that is 120 days from the closing date of the Offering (the "Escrow Deadline") or, (ii) if prior to the Escrow Deadline, the Business Combination Agreement is terminated or Pluribus has advised the Escrow Agent and Canaccord, or announced to the public, that the Proposed Transaction will not be completed, the Subscription Receipts shall be repurchased by Pluribus and each holder thereof will be entitled to receive the aggregate subscription price for their Subscription Receipts, plus their pro rata portion of any interest thereon to the date of repurchase. To the extent that the Escrowed Funds are not sufficient to purchase all of the Subscription Receipts such that holders will receive a refund equal to the aggregate subscription price for the Subscription Receipts held plus any applicable interest thereon, Pluribus shall be liable for and will contribute such amounts as are necessary to satisfy any shortfall.

Subject to applicable laws and TSXV Policies, it is anticipated that all Resulting Issuer Shares issued in exchange for the Pluribus Common Shares (including the Pluribus Common Shares issued upon conversion of the Subscription Receipts issued in Offering) on closing of the Proposed Transaction will be freely tradable pursuant to applicable securities laws in Canada.

The net proceeds of the Offering will be used for acquisitions, working capital and general corporate purposes.

The Resulting Issuer

Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to "Pluribus Technologies Inc." or such other name as determined by Pluribus. The Resulting Issuer will be a technology issuer under the policies of the TSXV.

Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of AUIX will resign, and be replaced by nominees put forth by Pluribus.

The directors of the Resulting Issuer are anticipated to be Richard Adair, Elmer Kim, David Coombs, Jim Dunbar, Warner Sulz, Carolyn Currie and Alfred Apps. Further information regarding these individuals, including their bios, are included in the management information circular of AUIX dated October 18, 2021 and AUIX's news release dated July 26, 2021. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are anticipated to be Richard Adair as Chief Executive Officer, Simon Giannakis as Chief Financial Officer, Timothy Lindsay as Chief Revenue Officer and Secretary, Diane Pedreira as Chief Operating Officer and Jacqueline Yuen as Vice President of Finance & Treasurer. Further information regarding these individuals, including their bios, are included in AUIX's news release dated July 26, 2021. Further information regarding Jim Dunbar and Alfred Apps is included below.

Mr. Dunbar has 25 years of progressive business leadership and expertise in transformational growth, spearheading companies through start-up, expansion, acquisition and sale across various sectors including banking, real estate, technology, portfolio management and consumer finance. Most recently, Mr. Dunbar was the CEO of Crown Crest Capital and President of The Simply Group (2016 - 2019). Prior to Crown Crest, he was Co-Founder and CEO of Affirm Financial Services and Managing Partner at Canaccede Financial Group Ltd (2009 - 2015). Mr. Dunbar held leadership positions at Brookfield Asset Management (2001-2009) including President and CEO of HomeServe Technologies Inc., COO Home-Link Canada, CMO Marketing Royal LePage Canada Ltd., VP Financial Services, Brascan Financial Corp (now Brookfield RPS). Prior to Brookfield, Jim was AVP Consumer Credit Scotiabank and Director, Credit Risk Management and Product Management at Avco Financial Services (aka. Citi Financial). Mr. Dunbar holds a bachelor's degree in Economics from Western University, Honours Business Administration degree from the University of Windsor and an MBA from Niagara University Graduate School.

Mr. Apps is a senior partner at Miller Thomson LLP. Mr. Apps is the co-head of the firm's structured finance and securitization practice and is recognized as a leading counsel in restructuring, M&A, private equity fund formation and investment, structured finance and infrastructure finance. In addition to over 25 years in the practice of corporate law, Mr. Apps has led companies and raised capital in Canada, the U.S., and Europe. He has also served as Chair and/or Director of a number of public and private companies and was one of the founders of the Insolvency Institute of Canada. Mr. Apps graduated with an honours bachelor of arts degree from Western University, Jurius Doctor from University of Toronto and was admitted to the Ontario Bar in 1987.

Arm's Length Proposed Transaction

The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSXV and is not subject to AUIX shareholder approval.

Sponsorship

Sponsorship of a qualifying transaction is required by the TSXV unless exempt or waived in accordance with TSXV policies. AUIX intends to apply for a waiver from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that a waiver will be provided

About AUIX

AUIX is a CPC governed by the policies of the TSXV. AUIX's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

Additional Information

Further updates, including financial information and further particulars of the Resulting Issuer, and the Offering, will be provided as the Proposed Transaction advances in accordance with the policies of the TSXV.

All information contained in this press release with respect to AUIX and Pluribus was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

For more information, please contact:

From Pluribus Technologies Inc.
investorrelations@pluribustechnologies.com
https://www.pluribustechnologies.com/

From AUIX
Paul Pathak, Director
ppathak@chitizpathak.com
(416) 644-9964

Cautionary Note

As noted above, completion of the Proposed Transaction and the Offering are subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents and approval of the shareholders of Pluribus and AUIX (as applicable). Where applicable, the Proposed Transaction and Offering cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction or Offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of AUIX, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of AUIX on the TSXV should be considered highly speculative.

Trading in the common shares of AUIX is presently halted and is expected to remain halted pending closing of the Proposed Transaction. While halted, the common shares of AUIX may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by TSXV policy.

Forward-Looking Information

Although AUIX believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because AUIX can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of AUIX and Pluribus, Pluribus management's expectation on the growth and performance of its acquisitions, the completion of the Proposed Transaction (including TSXV approval of the Proposed Transaction), the completion of the Consolidation, the completion of the Name Change, the board of directors and management of the Resulting Issuer upon completion of the Proposed Transaction, the completion and amount of the Offering, the listing of Resulting Issuer Shares on the TSXV and ability to obtain a waiver from the TSXV of sponsorship requirements. Such statements and information reflect the current view of AUIX and/or Pluribus, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking information contained in this press release represents the expectations of AUIX as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. AUIX does not undertake to update this information at any particular time except as required in accordance with applicable laws.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 press release.

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