Kingfish Holding Corporation (OTCPK:KSSH) entered into an Agreement and Plan of Merger to acquire Renovo Resource Solutions Inc on October 28, 2022. Under the terms of the Merger Agreement, at the effective time of the Merger each outstanding common share, no par value, of Renovo will be converted into and will represent the right to receive 7,200 shares of common stock, par value $0.0001 per share, of the Company after giving effect to the Reverse Stock Split. The Exchange Ratio shall be fixed and no adjustment shall be made under any circumstances other than with respect to certain anti-dilution provision of the Merger Agreement. No fractional share of the Company Stock will be issued pursuant to the Merger. Pursuant to the terms of the Merger Agreement, Renovo loaned $200,000 in principal amount to the Company on October 28, 2022 (the “Renovo Loan”). The Renovo Loan is evidenced by a promissory note dated October 22, 2022, issued by the Company to Renovo. The Renovo Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 6% per annum and the note matures on October 28, 2024, and anticipate the proceeds from the Renovo Loan will be sufficient to fund our operations through the date on which the Merger is consummated. No payments of principal or interest are due prior to the maturity date and on such date all such amounts are payable in full. Kingfish Holding Corporation's stockholders approved the Merger Agreement. Consummation of the Merger is subject to a number of conditions, including among others, the following: (i) approval of the Merger Agreement by Renovo's stockholders, (ii) the Company, as the surviving corporation in the Merger, shall have been approved as a Secondary Metals Recycler under Section 538.25 of the Florida Statutes to be effective immediately following the closing of the Merger, (iii) the Company shall have entered into a Registration Rights Agreement with each of the Renovo shareholders, (iv) each of the Renovo shareholders shall have entered into an Investment Agreement(v) there shall not have been any material adverse effects on the operations of Renovo, (vi) there shall not have been certain additional adverse legal proceedings commenced against the Company or Renovo which prevents the consummation of the Merger transactions, and (vii) the satisfaction of certain other customary closing conditions. The transaction has been approved by board of Kingfish. In addition to the conditions described above, the closing of the Merger transactions also are conditioned upon the approval and prior implementation of a an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect (a) a 1-for 500 reverse stock split (b) a corresponding reduction of the number of authorized shares of Company's Common Stock from 200,000,000 to 20,000,000 shares and the number of shares of Company's Preferred Stock from 20,000,000 to 2,000,000 shares. The closing of the Merger transaction also is conditioned upon the Renovo's acquisition of 6, LLC, prior to the Closing. The Merger is expected to close in the fourth quarter of 2022 or the first quarter of 2023.

Richard A. Bruner Jr. of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, Professional Association acted as legal advisor to Renovo Resource Solutions Inc. Richard A. Denmon of Carlton Fields Jorden Burt, P.A. acted as legal advisor to Kingfish Holding Corporation in the transaction.