CyberCatch Holdings, Inc. entered into a binding letter of intent to acquire Hopefield Ventures Inc. (TSXV:HVI.P) for CAD 15 million in a reverse merger transaction on November 4, 2022. CyberCatch Holdings, Inc. entered into an amalgamation agreement to acquire Hopefield Ventures Inc. (TSXV:HVI.P) in a reverse merger transaction on December 8, 2022. Under the transaction, Hopefield will acquire all of the issued and outstanding securities of CyberCatch, and holders of CyberCatch shares will receive one post consolidation Hopefield share for each CyberCatch share held (Exchange Ratio); and all outstanding securities convertible into CyberCatch shares shall be exchanged, based on the Exchange Ratio, for equivalent securities to purchase post-consolidation Hopefield shares on substantially similar terms and conditions. Pursuant to the terms of the LOI and pending exchange acceptance, Hopefield will also advance a loan in the amount of CAD 250,000 to CyberCatch. Upon completion of the proposed acquisition, it is expected that: (i) the former shareholders of CyberCatch will hold approximately 80.5% of the Resulting Issuer Shares; (ii) the former shareholders of Hopefield will hold approximately 19.0% of the Resulting Issuer Shares; and (iii) the Finder will hold 0.5% of the Resulting Issuer Shares, on an undiluted basis. Under the terms of the proposed acquisition, it is contemplated that Hopefield will consolidate its common shares on an approximate basis of 3.87:1 Upon completion of the acquisition, it is anticipated that Hopefield will graduate to Tier 2 of the Exchange as a technology issuer. Maximum of 45,672,291 Resulting Issuer Shares, representing approximately 81.7% of the outstanding Resulting Issuer Shares will be issued to former shareholders of CyberCatch on post consolidation basis. It is anticipated that the Resulting Issuer will continue the business of CyberCatch under the name “CyberCatch Holdings Inc.”, or a name to be determined by CyberCatch. The parties expect that the exchange will assign a new trading symbol for the Resulting Issuer. On completion of the acquisition, all of the directors and officers of Hopefield shall resign and shall each be replaced by the anticipated nominees of CyberCatch. In conjunction with and upon closing of the acquisition, the board of directors of the Resulting Issuer is expected to consist of six directors and the management of the Resulting Issuer is expected to consist of five officers, all of whom will be nominated by CyberCatch. The existing directors and officers of Hopefield will resign at or prior to closing of the acquisition. It is expected that at closing of the acquisition, the board and management of the Resulting Issuer will consist of Sai Huda as Chairman and Chief Executive Officer; Gary Evans, Kay Nichols, Pierre Soulard, Marvin Langston, Paul Dadwal as Directors; Darren Tindale as Chief Financial Officer; Katherine Atmar as Chief Marketing Officer; Andrew Kim as Chief Information Security Officer and Bryan Rho as Chief Technology Officer. CyberCatch shall pay a termination fee of CAD 25,000 to Hopefield while Hopefield shall pay a termination fee of CAD 25,000 to CyberCatch.

Closing of the acquisition will be subject to a number of conditions, including, without limitation: approval of the acquisition by the boards of directors of Hopefield and CyberCatch; execution of a definitive agreement effecting the acquisition; receipt of all regulatory approvals with respect to the acquisition; completion of due diligence to the satisfaction of Hopefield, Hopefield shall have working capital in the amount of not less than CAD 2,750,000 and the listing of the Resulting Issuer Shares on the Exchange; approval of the acquisition by the shareholders of CyberCatch; and completion of the consolidation. The LOI contemplates that Hopefield and CyberCatch will negotiate and enter into a definitive agreement in respect of the proposed acquisition on or before December 5, 2022. As of February 27, 2023, parties have received conditional approval from the TSX Venture Exchange and is expected to close in March 2023. As of April 3, 2023, Hopefield and CyberCatch anticipate closing the Transaction on or before April 14, 2023. Computershare Investor Services Inc. acted as transfer agent to Hopefield. Farzad Forooghian of Forooghian & Company Law Corporation acted as legal advisor to Hopefield while Desmond Balakrishnan of McMillan LLP acted as legal advisor to CyberCatch.