The TSX Venture Exchange has accepted for filing the company's qualifying transaction, as described in its filing statement dated April 14, 2026. As a result, at the opening on Tuesday, April 28, 2026, the company will no longer be considered a capital pool company. The arm's-length qualifying transaction includes the following.

The qualifying transaction was completed by way of a three-cornered merger among the company, an arm's-length party and a wholly owned subsidiary of the company (Subco). Pursuant to the merger, Subco merged with and into the target, the separate corporate existence of Subco ceased, and the surviving corporation continued its existence under Delaware General Corporate Law as a wholly owned subsidiary of the company, with the former shareholders of the target receiving 10 common shares of the company for each Class A common stock of the target held immediately prior to the effective time of the merger. In connection with the completion of the qualifying transaction, all outstanding convertible securities of the target were also replaced with equivalent convertible securities of the company entitling the holders thereof to acquire resulting issuer shares in lieu of target shares in accordance with the exchange ratio. In connection with the qualifying transaction, the company issued an aggregate of 147,759,380 resulting issuer shares. After giving effect to the qualifying transaction, there are an aggregate of 153,259,380 resulting issuer shares issued and outstanding (on a non-diluted basis). Following the completion of the qualifying transaction, the business of the company will be the business of the target.

In connection with the qualifying transaction, Subco closed a non-brokered financing of subscription receipts of Subco on April 23, 2026, issuing an aggregate of 23,105,000 subscription receipts at a price of 10 cents per subscription receipt for aggregate gross proceeds of $2,310,500. In accordance with the terms of the escrow agreement governing the subscription receipts, each subscription receipt was automatically converted into: (a) one share of common stock of Subco; and (b) one warrant to purchase a Subco share, with each Subco share and Subco warrant then being forthwith exchanged for one resulting issuer share and one warrant to purchase resulting issuer shares at an exercise price of 25 cents per share until June 27, 2028, as applicable, pursuant to the terms of the merger.

In connection with the concurrent financing, Subco paid to certain finders an aggregate cash fee of $85,240 and issued an aggregate of 852,400 Subco warrants (which after giving effect to the qualifying transaction will ultimately entitle the holder thereof to acquire one resulting issuer share at an exercise price of 25 cents per share until June 27, 2028).

For additional information, please refer to the company's filing statement, available under the company's profile on SEDAR+, as well as the company's news releases dated Oct. 6, 2025, March 17, 2026, April 14, 2026, and April 24, 2026.