Advanced Graph Enterprise Database Inc. (AGEDB) entered into a non-binding letter of intent to acquire Adagio Capital Inc. (TSXV:ADC.P) in a reverse merger transaction on May 24, 2023. Advanced Graph Enterprise Database Inc. entered into an amalgamation agreement to acquire Adagio Capital Inc. for CAD 37.6 million in a reverse merger transaction on October 5, 2023. Each of the outstanding AGEDB Shares will receive four (4) post-Consolidation common shares in the capital of Adagio at a deemed price of CAD 0.50 per Adagio Share for each one (1) AGEDB Share held by such AGEDB Shareholder. Adagio expects to issue an aggregate of 30,052,000 Adagio Shares (on a post-Consolidation basis). Prior to completion of the Transaction, Adagio will seek to consolidate its outstanding Adagio Shares on the basis of 2.50 pre-consolidation Adagio Shares for every one post-consolidation Adagio Share (the ?Consolidation?). The Resulting Issuer (each, a ?Resulting Issuer Share?) are expected to be issued and outstanding on the Closing Date of which approximately 4.8% of the Resulting Issuer Shares are anticipated to be held by the current shareholders of the Company, approximately 71.2% are anticipated to be held by the shareholders of AGEDB, and approximately 23.9% will be held by the subscribers under the Concurrent Financing. In connection with the Transaction, it is anticipated that AGEDB, will complete a private placement financing of up to CAD 5,000,000 by issuing AGEDB Shares at a price of CAD 0.50 per AGEDB Share. Upon completion of the Transaction, the combined entity resulting from the Transaction (the ?Resulting Issuer?) will continue the business of AGEDB and the Resulting Issuer will be listed on the TSXV as a Tier 2 Technology issuer under the name ?AGEDB Technology Ltd.? or such other name as mutually agreed to by the Parties. Following the Closing, it is expected that the board of directors of the of the Resulting Issuer will be reconstituted to consist of Cheolsun Kang, Chairman and Director; Young Seung Ko, Chief Executive Officer and Director; Mickey Goldstein, Chief Financial Officer and Corporate Secretary; Eya Badal Abdisho, Chief Technology Officer; Changhak Lee, Chief Operating Officer; Christopher Cherry, Director and Zara Kanji, Director.

The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) the company having had the reasonable opportunity to perform searches and other due diligence, and being satisfied with the results of such due diligence; (ii) receipt of all requisite consents, waivers and approvals for the Transaction, including the approval of the TSXV, if applicable; (iii) the absence of any material adverse change in the business, affairs or operations of AGEDB; (iv) completion of the concurrent Financing; and (v) AGEDB having received the requisite approvals from its shareholders for the transaction, if applicable. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. As of January 17, 2024, the parties entered into a further amendment agreement to extend the completion deadline (as defined in the agreement) to February 29, 2024. As of September 21, 2023, AGEDB obtained the unanimous written consent of its shareholders. As of February 28, 2024, received conditional approval from the TSX Venture Exchange. Mouane Sengsavang of Buttonwood Law Corporation acted as a legal advisor to Adagio Capital Inc. Virgil Hlus of Clark Wilson LLP acted as a legal advisor to Advanced Graph Enterprise Database, Inc. Evans & Evans, Inc. acted as financial advisor to AGEDB Technology. Evans & Evans, Inc. received 100,000 post-Consolidation Shares and paid a CAD 150,000 cash fee in connection with the Transaction.

Advanced Graph Enterprise Database Inc. (AGEDB) completed the acquisition of Adagio Capital Inc. (TSXV:ADC.P) in a reverse merger transaction on March 13, 2024.