File: Attachment 2024-06-10 CVI Press Release RE LOI.pdf

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

COMPASS VENTURE INC. 1 North Bridge Road, #02-07 High Street Centre,

Singapore 179094

COMPASS VENTURE ANNOUNCES PROPOSED QUALIFYING TRANSACTION TO ACQUIRE CANNIOASIS PTE. LTD.

June 10, 2024 Vancouver, British Columbia Compass Venture Inc. (the "Company" or "Compass") (TSXV: CVI.P), a capital pool company, is pleased to announce that it has entered into a new non-binding letter of intent (the "Letter of Intent") dated June 4, 2024 to acquire all of the issued and outstanding ordinary shares of CanniOasis Pte. Ltd. ("CanniOasis"), a Singapore-based biopharmaceutical company focused on utilizing cannabinoid medicine to develop effective personalized and targeted treatment regimens for neurological diseases, in exchange for the issuance of common shares of Compass to the shareholders of CanniOasis (the "Transaction"). Upon completion of the Transaction, CanniOasis will become a wholly-owned subsidiary of Compass, the business of CanniOasis will become the business of Compass, the shareholders of CanniOasis will have a controlling interest in Compass and CanniOasis will appoint new directors and officers to manage the resulting entity (the "Resulting Issuer") and its business. The Letter of Intent replaces the previous letter of intent between CanniOasis and the Company which was announced by the Company on September 26, 2023.

The Transaction constitutes the Company's "Qualifying Transaction" (as defined by Policy 2.4 Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange")) and is not a Non-Arm's Length Qualifying Transaction (within the meaning of the Exchange's policies). The Transaction is subject to the approval of the Exchange and the minority shareholders of the Company, among other conditions of closing.

The Transaction

The Letter of Intent provides that the Company and CanniOasis will negotiate and enter into a definitive agreement ("Definitive Agreement") in respect of the Transaction which shall include standard representations, warranties and covenants for an agreement of this nature. Pursuant to the Transaction, the Company will acquire 100% of the issued and outstanding ordinary shares of CanniOasis ("CanniOasis Shares") in exchange for common shares of the Resulting Issuer, based on a share exchange ratio to be determined by the parties (the "Share Exchange Ratio"). It is anticipated that upon closing of the Transaction, the name of the Resulting Issuer will be changed to such name as CanniOasis may determine and as acceptable to the Exchange.

The shares of the Resulting Issuer issued to Principals (within the meaning of the Exchange's policies) of the Resulting Issuer will be subject to escrow restrictions in accordance with the - 2 -

Exchange's polices. In addition, the shares of the Resulting Issuer issued to other shareholders of CanniOasis may be subject to resale restrictions as required by the Exchange's policies.

The completion of the Transaction will be subject to customary closing conditions including, among others, the parties completing satisfactory due diligence reviews, the negotiation and execution of the Definitive Agreement, receipt of all required approvals and consents for the Transaction, the Definitive Agreement and the Concurrent Financing (as defined below) and all related matters, including approval of the disinterested shareholders of both parties, if required by the Exchange or applicable corporate or securities laws and the approval of the Exchange and completion of the Concurrent Financing and other standard closing conditions.

Related Party Transaction and Minority Shareholder Approval

Dr. Kah Meng Lim, the Chief Executive Officer and a director of the Company, is also the controlling shareholder, director and Chairman of the Board of CanniOasis. Dr. Lim owns 124,377,941 CanniOasis Shares which represent approximately 95.7% of the current total issued shares of CanniOasis (prior to the Concurrent Financing described below). Dr. Lim owns 400,000 Compass shares, which represent 3.8% of the current total issued and outstanding shares of Compass and are subject to escrow restrictions in accordance with the Exchange's policies. The Transaction is therefore considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). As required by MI 61-101, the Company will call a special meeting of shareholders to seek approval of the Transaction by the Company's minority shareholders (excluding Dr. Lim) by majority vote. In connection with the requirement for minority shareholder approval, Compass will file an information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain prospectus-level disclosure regarding the Transaction, CanniOasis and the Resulting Issuer.

The Company is relying on the exemption from the formal valuation requirement provided in section 5.5(b) of MI 61-101, which is available because the Company's common shares are listed on the Exchange.

About CanniOasis

CanniOasis is a personalized and targeted cannabinoid-based biopharmaceutical company based in Singapore. CanniOasis aims to be a leader in utilizing innovation-driven cannabinoid medicine to develop effective personalized treatment regimens for neurological diseases. CanniOasis has created a therapeutic and diagnostic platform for the development of precision cannabinoid-based drugs that includes state-of-the-art prognostic clinical testing and molecular mapping to guide the personalized treatment of neurological disorders. Management believes that a key differentiator and competitive advantage for CanniOasis is its midbrain organoid model, which is designed to de-risk and shorten the drug development process for neurological disorders.

Concurrent Financing

The Transaction is subject to completion by CanniOasis of a private placement equity financing (the "Concurrent Financing") for aggregate gross proceeds of a minimum of CAD$3,600,000 or - 3 -

such other amount as required in order to meet the requirements under the Exchange's policies. The Concurrent Financing is expected to be carried out by way of a private placement of CanniOasis Shares at an anticipated price of $0.20 per CanniOasis Share. The CanniOasis Shares issued pursuant to the Concurrent Financing will be immediately exchanged on closing of the Transaction for shares of the Resulting Issuer at the Share Exchange Ratio or such other share exchange ratio as may be mutually agreed upon between the Company and CanniOasis. The proceeds of the Concurrent Financing will be used to satisfy the business development and working capital requirements of the Resulting Issuer. The final terms as to the structure of the Concurrent Financing and any commission and/or finder's fees are subject to the final agreement between the Company and CanniOasis.

Deposits Paid by CanniOasis

Each of Compass and CanniOasis will generally bear their own respective costs and expenses associated with the Transaction and related transactions, except that CanniOasis has paid to Compass: (i) $50,000 as a refundable deposit to be used by Compass towards payment of legal costs and other professional fees associated with the Transaction; and (ii) an additional $50,000 as a non- refundable deposit to be used by Compass towards payment of the costs of a valuation opinion and sponsorship, if required. The refundable deposit must be refunded to CanniOasis if the Letter of Intent or the Definitive Agreement, as applicable, is terminated for any reason; provided that the refund will be limited to the balance of the deposit, if any, remaining after payment of legal costs and other professional fees.

Sponsorship

Sponsorship of the Transaction is required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange. The Company has not yet engaged a sponsor in connection with the Transaction. Additional information respecting the engagement of a sponsor will be provided once available.

Additional Information

Additional information concerning the Transaction, Compass, CanniOasis and the Resulting Issuer, including financial information of CanniOasis and the proposed board and management of the Resulting Issuer, will be provided in subsequent news releases, including at the time of execution of the Definitive Agreement, and in Compass' management information circular to be filed in connection with the Transaction, which will be available under Compass' SEDAR+ profile at www.sedarplus.ca.

The final terms as to pricing and structure of the Concurrent Financing and any commission or finder's fees on the Concurrent Financing will be subject to final agreement by the parties.

In accordance with Exchange's policy, the Company's shares are currently halted from trading and will remain so until such time as the Exchange determines, which may not occur until the completion of the Transaction.

About Compass Venture Inc. - 4 -

The Company is a capital pool company within the meaning of Policy 2.4 of the Exchange. Except as specifically contemplated in such Policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed Qualifying Transactions. Investors are cautioned that trading in the securities of a capital pool company is considered highly speculative.

For further information, please contact:

Dr. Kah Meng Lim, Chief Executive Officer Telephone: (65) 6842 1142 E-mail: kmlim@geneoasis.com

Neither 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 release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange policies and applicable laws, majority of the minority 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Business Disclosure & Forward Looking Information

The above information regarding CanniOasis' business and management has been provided by CanniOasis, and based on preliminary due diligence reflects the beliefs and expectations of the Company's management. This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, such words 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. The forward-looking statements and information in this press release includes information relating to the Transaction (including shareholders' approval, approval of the Exchange, execution of the Definitive Agreement, the name change and completion or termination of the Transaction), the business of CanniOasis and the anticipated business of the Resulting Issuer upon completion of the Transaction, the terms of the Concurrent Financing, the controlling shareholder, and the directors and management of the Resulting Issuer upon completion of the Transaction. - 5 -

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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. Such factors include, among others, the following risks: risks associated with the completion of the Transaction and the Concurrent Financing; risks associated with obtaining Exchange and minority shareholder approvals; the need for additional financing following completion of the Transaction; changes in laws or regulations that could adversely affect the Resulting Issuer's business and results of operations; reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; and the volatility of the Company's common share price and volume. Forward- looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty or importance to forward-looking statements.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time, except as required in accordance with applicable laws and policies of the Exchange.

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 statin which such offer, solicitation or sale would be unlawful.