Cellview Imaging Inc. entered into a binding letter of intent to acquire Liquid Meta Capital Holdings Ltd. (NEOE : LIQD) from shareholders in a reverse merger transaction on January 17, 2024. Pursuant to the LOI, the holders of the issued and outstanding shares of Cellview ("Cellview Shares") will receive such number of Liquid Meta Shares for each Cellview Share held such that upon completion of the Proposed Transaction, shareholders of Cellview will hold approximately 75% of the issued and outstanding common shares of the Resulting Issuer (the "Exchange Ratio"), subject to adjustment in certain circumstances. Pursuant to the terms of the LOI, it is intended the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, plan of arrangement or such other transaction structure as will result in Cellview becoming a wholly owned subsidiary of Liquid Meta or otherwise combining its corporate existence with that of Liquid Meta. The final structure of the Proposed Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive agreement in respect of the Proposed Transaction. Following completion of the Proposed Transaction, the Resulting Issuer will carry on the business currently carried on by Cellview. Prior to the completion of the Proposed Transaction, it is expected that Cellview will complete a private placement for minimum gross proceeds of CAD 3.37 million (excluding any investment by a third party in the Top-Financing) upon terms yet to be determined by the parties (the "Subsequent Financing"). In connection with the Proposed Transaction, subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by Cellview.

Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, receipt of certain diligence materials, the parties entering into a Definitive Agreement, Liquid Meta having a minimum amount of cash on closing of the Proposed Transaction, receipt of all required shareholder, regulatory, and other approvals and the Subsequent Financing being in a position to be completed concurrent with or immediately after the completion of the Proposed Transaction. There can be no assurance that the Proposed Transaction or the Subsequent Financing will be completed as proposed or at all. The Proposed Transaction and listing of the Resulting Issuer is subject to review by the Exchange and conditional approval has not yet been granted.