ROV Investment Partners Corp. entered into a letter of intent to acquire Ocean Shore Capital Corp. (TSXV:OCAP.P)from shareholders for CAD 3.2 million in a reverse merger transaction on November 24, 2023. Pursuant to the terms of the Letter of Intent, Ocean Shore intends to acquire all of the issued and outstanding shares of ROV by way of a share exchange, or similar transaction, for up to 53,758,000 common shares of Ocean Shore. This will result in the shareholders of ROV/UBERDOC (the "ROV Shareholders") holding approximately 75% and Ocean Shore holding approximately 10.5% of the issued and outstanding shares of the resulting company (the "Resulting Issuer") on a post-transaction and non-diluted basis. The Payment Shares to be issued to the shareholders of ROV may be subject to escrow restrictions imposed by the Exchange. Prior to the execution of a definitive agreement, ROV shall complete a prospectus-exempt brokered or non-brokered private placement of 5,000,000 ROV Shares (the ?Interim Financing?), for gross proceeds of up to CAD 1,000,000, at an anticipated price of CAD 0.20 per ROV Share. Concurrently with the Qualifying Transaction, the Company is required to complete a brokered or non brokered private placement of common shares, or securities convertible into common shares (the "Concurrent Financing") for minimum gross proceeds of CAD 2.7 million at a price of CAD 0.25 per share. In connection with the Transaction, the Company will change its name to a name acceptable to ROV and applicable regulatory authorities (the "Name Change"). It is expected that upon completion of the Transaction, the Resulting Issuer will meet the listing requirements of a Tier 2 Industrial issuer.

Closing of the Transaction is subject to the customary conditions respecting sponsorship, regulatory and shareholder approvals (if required), due diligence, execution of a definitive share exchange agreement, closing of the Interim, closing of the acquisition of UBERDOC by ROV, exchange regulatory approval, concurrent financings and completion of the name change. There can be no assurance that the transaction will be completed as proposed or at all. The parties must enter into a definitive agreement by February 29, 2024, subject to extension upon mutual agreement of the parties.