Predictive Technologies LLC entered into a non-binding letter of intent to acquire Hopefield Ventures Two Inc. (TSXV:HVII.P) from shareholders in a reverse merger transaction.

Predictive Technologies LLC entered into a non-binding letter of intent to acquire Hopefield Ventures Two Inc. (TSXV:HVII.P) from shareholders in a reverse merger transaction on July 20, 2023. As of February 5, 2024 in a reverse merger transaction Predictive Technologies LLC entered into a definitive agreement to acquire Hopefield Ventures Two Inc. (TSXV:HVII.P) from shareholders. The Transaction is expected to be completed by way of three-cornered amalgamation, plan of arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect, pursuant to the laws of the Province of British Columbia. The publicly traded entity resulting from the Transaction is referred to as the ?Resulting Issuer?. Pursuant to the terms and conditions of the LOI, Predictive and HVII (each, a ?Party?, and collectively, the ?Parties?) have agreed to diligently and act in good faith to negotiate the terms and conditions of a definitive agreement (the ?Definitive Agreement?) incorporating the principal terms of the Transaction as described in the LOI, and in addition, such other terms and provisions of a more detailed nature as the Parties may agree upon and as are customary for transactions of this nature. The final structure of the Transaction is subject to receipt of final tax, corporate and legal (including securities law) advice for both HVII and Predictive, and will be disclosed in a subsequent press release. The Transaction shall be structured so as to provide holders (?Predictive Security holders?) of Predictive equity securities (?Predictive Securities?) with securities of HVII which are freely-tradable in the Reporting Provinces and in a manner that is tax efficient to such holders. The Parties intend to enter into the Definitive Agreement on or before September 15, 2023, or such other date as agreed to by the Parties. In addition, either Party may terminate the LOI before entering into the Definitive Agreement if: (a) it is not reasonably satisfied with the results of its due diligence investigations of the other party or as to the legal or tax consequences of concluding the Transaction; (b) the Parties have not entered into the Definitive Agreement on or before October 15, 2023 or such other dates as the Parties have agreed in writing; or (c) if any law, regulation or judgement of a governmental authority of competent jurisdiction makes the completion of the Transaction or the transactions contemplated by the LOI illegal or otherwise prohibited, and such law has become final and nonappealable. The LOI is intended as an expression of mutual intention of the Parties to proceed towards negotiating the Definitive Agreement, provided that there is no assurance that a Definitive Agreement will be successfully negotiated or entered into. In connection with the Transaction, the Parties have agreed that HVII will propose to change its name to ?Qeleo Group Inc.? or such other name as may be determined by Predictive and HVII, subject to the approval of the shareholders of the Resulting Issuer. Immediately prior to the share exchange contemplated by the Transaction, HVII will complete a consolidation of its issued and outstanding capital on the basis of one post-consolidated HVII share for each 2.0868749 pre-consolidation HVII Shares, resulting in an aggregate of 8,571,429 HVII Post-Consolidated Shares (the ?Consolidation?). Following the Transaction, the Concurrent Financing, and the Consolidation, the Resulting Issuer will have approximately 129,382,000 common shares issued and outstanding, of which the shareholders of HVII will hold approximately 8,571,429 common shares (6.63%), the shareholders of Predictive will hold approximately 112,239,142 common shares (86.75%), and the shareholders under the Concurrent Financing will hold approximately 8,571,429 common shares (6.63%) of the Resulting Issuer. Prior to the closing date of the Transaction (the ?Closing Date?), Predictive, with the assistance of HVII, intends to complete a private placement offering of subscription receipts (the ?Subscription Receipts?) at a minimum price of CAD 0.35 per Subscription Receipt, to raise aggregate gross proceeds of a minimum of CAD 3,000,000, or such other amount and on such other terms as Predictive and HVII may otherwise agree, acting reasonably, which may include the issuance of warrants on such terms as Predictive and HVII may agree, acting reasonably (the ?Concurrent Financing?). Prior to the Closing Date, in addition to the Concurrent Financing, Predictive may also complete an interim financing required in connection with the Transaction, on terms and conditions as agreed to between the parties, each acting reasonably.

Completion of the Transaction is subject to the satisfaction of a number of customary conditions, including, among other things: (i) the negotiation and execution of the Definitive Agreement; (ii) completion of satisfactory due diligence by Predictive and HVII of the other Party; (iii) receipt of all required approvals and consents relating to the Transaction, including without limitation, (A) the TSXV?s approval for the listing of the Resulting Issuer?s shares, (B) any third party consents, and (C) any approvals of the boards of directors and shareholders of Predictive and HVII, as applicable and as required by the TSXV and under applicable corporate or securities laws; (iv) completion of the Consolidation and the Concurrent Financing; (v) HVII shall have positive working capital, no long-term debt and cash or cash equivalents of no less than CAD$750,000; (vi) Predictive shall have positive working capital and, other than as disclosed to HVII, no longterm debt; (vii) the director nominees of Predictive shall have been elected to the board of directors of the Resulting Issuer, conditional upon the completion of the Transaction, and the management nominees of Predictive shall have been duly appointed as the management of the Resulting Issuer as of the time of closing of the Transaction; (viii) no material adverse change shall have occurred in the business, results of operations, assets, liabilities or financial condition of Predictive or HVII, as applicable, (ix) there being no prohibition under applicable laws against consummation of the Transaction; (x) all directors, officers and members of management of HVII shall have delivered resignations and mutual releases in form and substance acceptable to Predictive, acting reasonably, and no termination, severance or other fees shall be payable to any such directors, officers or members of management of HVII in connection with such resignations and mutual releases; (xi) each of the directors and officers of HVII and Predictive shall enter into voting support agreements with Predictive and HVII, respectively, agreeing to vote all of their securities held in HVII and Predictive, as applicable, in favour of Transaction matters requiring shareholder approval of HVII shareholders or securityholder approval of Predictive Securityholders, as applicable; (xii) HVII having adopted the New Plan and the New Articles, as determined by Predictive, acting reasonably; and (xiii) such other conditions to closing as may be customary for a transaction of the nature of the Transaction as may be identified by either Party during the course of its due diligence.

In connection with the Concurrent Financing, Predictive intends to engage Canaccord Genuity Corp. (the ?Advisor?) in an advisory capacity to assist, on a brokered basis, with the completion of the Concurrent Financing and other matters relating to the Transaction, including, if required by the TSXV, the delivery of a sponsorship letter or such other documentation as may be required by the Exchange in support of the Transaction.