Reef Announces Proposed Transaction with MW Solar Corporation

Calgary, Alberta--(Newsfile Corp. - May 3, 2023) - Reef Resources Ltd. ("Reef" or the "Company") is pleased to announce that it has signed a letter of intent (the "LOI") with MW Solar Corporation ("MW Solar"), a corporation incorporated under the Business Corporations Act (British Columbia) pursuant to which Reef and MW Solar propose to combine their respective businesses (the "Transaction"). The parties intend to seek approval to list on the Canadian Securities Exchange or another recognized Canadian stock exchange (the "Exchange") immediately following the completion of the Transaction.

The Transaction is expected to be structured by way of a plan of arrangement, amalgamation, takeover bid, reorganization or other similar form of transaction, as determined by the parties following a review of all relevant legal, regulatory and tax matters. The LOI contemplates Reef and MW Solar entering into a definitive agreement with respect to the Transaction on or before September 30, 2023 or such other date as may be agreed upon by the parties, failing which the LOI will terminate. Following completion of the Transaction, MW Solar will be a wholly owned subsidiary of Reef (the "Resulting Issuer") and Reef will change its business to that of MW Solar.

The Transaction is subject to a number of closing conditions including the following: the completion of a consolidation (the "Consolidation") of Reef's outstanding share capital on the basis of one (1) post-Consolidation common share for every fifteen (15) pre-Consolidation shares; the acquisition of all of the issued and outstanding shares of MW Solar by Reef in exchange for 30,000,000 post-Consolidation common shares of Reef at a deemed price of $0.05 per post-Consolidation common share for a total deemed price of $1,500,000; concurrent with the completion of the Transaction, MW Solar will complete a private placement which will result in the issuance of up to 8,000,000 post-Consolidation common shares of Reef at a price of $0.25 (or such other price as agreed to by the parties) per post-Consolidation common share for minimum gross proceeds of $2,000,000 (the "Concurrent Financing"); Reef effecting a change of its name to "MW Solar Corporation" or such other name as agreed to by MW Solar; Reef effecting a continuation of its corporate jurisdiction from Alberta to British Columbia; the reconstitution of the current Reef board of directors and management to consist primarily of nominees of MW Solar, with one nominee of Reef; and receipt of all approvals from the Reef and MW Solar shareholders as may be required, and approvals from the Exchange, securities regulators and third parties as may be required. The LOI may be terminated if either Reef or MW Solar is not satisfied with the results of their due diligence, upon a breach of any binding provisions of the LOI, or if a definitive agreement is not reached by the parties by September 30, 2023, unless such date is extended by the parties.

About MW Solar

MW Solar Corporation is a company focused on helping reduce greenhouse gas emissions in Canada by building long-term renewable energy stand-alone solar power projects and Electric Vehicle (EV) charging stations operating under the trade name "ARC EV Charging".

ARC EV Charging uses integrated solar technology that allows its stations to operate "off-the-grid" and independent from any electrical utility - this reduces dependance on power generated from carbon fuels. MW Solar prides itself on this unique way of generating energy for its ARC EV charging stations. MW Solar's unique design has the ability to supply dedicated power generated from renewable energy to residential, commercial or specialized facilities, including our ARC EV charging stations - excess power can be exported to the local utility grid system for additional revenue. The main source of energy is created via the installation of photovoltaic solar panels coupled with energy storage at each ARC EV location.

FOR FURTHER INFORMATION, PLEASE CONTACT:
Arnold W Hansen
President, Chief Executive Officer, Chief Financial Officer and Director
(403) 251-9447

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange approval and if applicable, disinterested 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 listing application 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 the Company should be considered highly speculative.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction, Concurrent Financing and associated transactions, including statements regarding the terms and conditions of the Transaction and the Concurrent Financing, the business plans and objectives of the Company and the Resulting Issuer, expectations for other economic, business and competitive factors and approvals of regulatory bodies. Although the Company believes in light of the experience of its directors and officers, current conditions and expected future developments and other factors that have been considered appropriate and that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, determination of acceptable terms for the proposed spinout transaction, risks and uncertainties relating to the receipt of approvals to proceed with and complete the Transaction and the satisfaction of all conditions precedent to the Transaction, unexpected tax consequences, the benefits of the spin-out transaction not being realized or as anticipated, the listing of the common shares of the Resulting Issuer on the Exchange the timing and completion of the Concurrent Financing; the Company's strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals as planned. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction do occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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