Applied Graphite Technologies Corporation (AGT) entered into an qualifying transaction agreement to acquire Audrey Capital Corporation (TSXV:AUD.P) for CAD 0.26 million in a reverse merger transaction on June 23, 2023. In accordance with the terms of the Amalgamation Agreement, each AGT Share will be cancelled, and the former holders of AGT Shares will receive one (1) Resulting Issuer Share for each AGT Share held by them. It is expected that following the completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: 3,232,250 Resulting Issuer Shares (16.75%) held by former AGT shareholders; 13,333,333 Resulting Issuer Shares (69.11%) held by existing Audrey shareholders; and 2,727,273 Resulting Issuer Shares (14.14%) held by purchasers under the Offering. On closing of the Proposed Transaction, it is anticipated that the common shares. On closing of the Proposed Transaction, it is anticipated that the common shares of the Resulting Issuer will be listed for trading on the TSXV. Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to "Applied Graphite Technologies Corporation" or such other name as determined by AGT. Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of Audrey will resign, and be replaced by nominees put forth by AGT. The directors of the Resulting Issuer are anticipated to be Don Baxter, Ian Harris, Rodney Stevens, James Ruane and Chaanaka Abeyratne.

The Proposed Transaction is conditional upon the completion of the Offering (private placement); receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; the completion of the Consolidation; approval of shareholders of Audrey and AGT. As of February 29, 2024, Audrey Capital received conditional listing approval from the TSXV and has filed a filing statement in connection with the transaction. Assuming all conditions for closing are satisfied, the Corporation expects closing of the Transaction to occur during the week of March 5, 2024.

Applied Graphite Technologies Corporation (AGT) completed the acquisition of Audrey Capital Corporation (TSXV:AUD.P) in a reverse merger transaction on March 8, 2024.