Whatcom Capital II Corp. Announces Termination of Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - June 6, 2023) - Whatcom Capital II Corp. (TSXV: WAT.P) ("Whatcom" or the "Company") announces the termination of the business combination agreement with Terrazero Technologies Inc. ("TZ") and 1396032 B.C. Ltd. dated February 1, 2023 ("Definitive Agreement"), with respect to the Corporation's proposed "Qualifying Transaction", as defined in TSX Venture Exchange ("Exchange") Policy 2.4 - Capital Pool Companies (the "Transaction"). Pursuant to the Definitive Agreement, the Transaction was to be completed by May 31, 2023, subject to certain prior conditions being met. The Company wishes TZ all the best with its business.

The Company will recommence its identification and evaluation of other prospective business opportunities in order to complete a Qualifying Transaction.

The common shares of the Company are currently halted from trading on the Exchange but are expected to resume trading in the coming days.

For further information, please contact:

Whatcom Capital II Corp.
Darren Tindale, CEO, CFO, Corporate Secretary & Director
Telephone: (604) 376-3567

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statements

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Company completing a Qualifying Transaction and resumption of trading. Often, but not always, forward-looking statements or information can be identified by the use of words such as "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. Although management of Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: changes in general economic conditions or conditions in the financial markets; changes in laws; the ability to obtain financing as required; and other risk factors as detailed from time to time. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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