Canada Computational Unlimited (CCU.ai) entered into an agreement to Capricorn Business Acquisitions Inc. (TSXV:CAK.H) in a reverse merger transaction on May 25, 2021. The transaction values CCU.ai at CAD 27.4 million. Capricorn is a Capital Pool Company currently trading on the NEX board of the TSX Venture Exchange (the “TSXV”) and intends for the transaction to constitute its Qualifying Transaction, as defined in the policies of the TSXV. Holders of issued and outstanding CCU.ai Shares will receive 10.60425 Capricorn Consolidated Shares (as defined below) for each CCU.ai Share (the “Exchange Ratio”) held by them; and (ii) all options and warrants convertible into CCU.ai Shares (including the warrants to be issued in connection with the Concurrent Financing) shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Capricorn Consolidated Shares on substantially similar terms and conditions. As of June 21, 2021, holders of issued and outstanding Canada Computational Unlimited shares will receive 10.607 resulting issuer shares for each Canada Computational Unlimited share. Upon closing, former shareholders of CCU.ai will hold approximately 51.5 million shares in resulting issuer, representing 83.15% of all issued and outstanding Resulting Issuer Shares and that the former shareholders of Capricorn will hold approximately 2,500,075 Resulting Issuer Shares, representing 4.03% of all issued and outstanding Resulting Issuer Shares.

Capricorn will undertake a share consolidation on the basis of one post- Consolidation common share of Capricorn for every 2.7 currently existing Capricorn Shares. Approximately 1,041,200 Resulting Issuer Shares will be issued as finders' fees in connection with the Transaction, of which approximately 822,000 Resulting Issuer Shares will be payable to Fecteau Côté Manocchio Inc. and Ansacha Capital Inc., who are third parties unrelated to CCU.ai or Capricorn, and approximately 219,200 Resulting Issuer Shares will be payable to Yvan Routhier, Gerald Goldberg and Alex Storcheus, collectively, who are Non-Arm's Length Parties (as defined in the Policies) of Capricorn. The 675,050 currently outstanding Capricorn options will be adjusted in accordance with the terms of the Capricorn option plan such that the holders will receive one new option for every 2.7 existing options with the exercise price of such options also adjusted to reflect the Exchange Ratio. It is expected that Capricorn shareholder approval will also be sought for an amendment of Capricorn's articles to effect a name change to “Canada Computational Unlimited Inc.”, or such other name as the Capricorn board of directors determines appropriate with the consent of CCU.ai. CCU.ai will pay a break fee to Capricorn equal to CAD 100,000 if CCU.ai elects not to proceed with the Transaction.

CCU.ai and Capricorn will reconstitute the Board of the Directors of Capricorn with five nominees from CCU.ai and one nominee from Capricorn; Dominique Payette, Frederick T. Pye, as Directors; Yvan Routhier, Director, Capricorn Nominee, Romain Nouzareth: Co-Founder, Chairman, and Chief Executive Officer, Mathieu Nouzareth: Co-Founder, Director, and Advisor. Frank Di Tomaso is expected to complete the resulting Issuer's Board of Directors and to serve as Chairman of the Audit Committee and Kyle Appleby is expected to serve as the resulting Issuer's Chief Financial Officer and Corporate Secretary. The transaction is subject to receipt of all regulatory approvals with respect to the transaction and the listing of the shares of the Resulting Issuer on the TSXV, approval of the transaction by CCU.ai shareholders, approval by Board of Directors of Capricorn, Capricorn shall have at least CAD 35,000 in cash on hand or on deposit, or cash equivalent, each director and officer of Capricorn (other than Yvan Routhier) shall have provided their written resignation as a director and/or officer, as applicable, Romain Nouzareth, Mathieu Nouzareth, Yvan Routhier and two additional directors nominated by CCU.ai shall have been appointed as directors of Capricorn, as of the Effective Date, Romain Nouzareth shall have been appointed Chief Executive Officer of Capricorn and Kyle Appleby shall have been appointed the Chief Financial Officer of Capricorn, the Name Change shall have been completed, completion of the Concurrent Financing and confirmation of no material adverse change by CCU.ai and Capricorn. As a condition precedent to the transaction, Canada Computational will carry out a non-brokered private placement by way of the issuance of subscription receipts for gross proceeds of at least CAD 3,450,000. The meeting of the shareholders of Capricorn Business Acquisitions is scheduled to be held on July 9, 2021 to approve the transaction. Computershare Investor Services Inc. acted as transfer agent and registrar to Capricorn. Eric Roblin of Fogler, Rubinoff LLP acted as legal advisor to Capricorn and Philippe Leclerc, Jean Lortie, Marie-Soleil Landry, Érika Blackburn-Verreault, Jean Lortie, Marie-Josée Nadeau, Annie Poirier-Simard and Achille Treuil of McCarthy Tétrault LLP acted as legal advisors to CCU.ai.

Canada Computational Unlimited (CCU.ai) completed the acquisition of Capricorn Business Acquisitions Inc. (TSXV:CAK.H) in a reverse merger transaction on September 7, 2021. An aggregate of 60,164,034 common shares (post-Consolidation) were issued as consideration for 5,672,513 common shares of CCU.ai. CCU.ai. also completed a private placement of subscription receipts for proceeds of CAD 4.3 million, which closed concurrently with the transaction, investors in which include True Global Ventures 4 Plus Fund Pte Ltd, a Singapore based investment fund targeting blockchain. The new shares will commence trading on or about September 12, 2021 under the ticker symbol “SATO”.