ALUULA Composites Inc. entered into a definitive agreement to acquire Bastion Square Partners Inc. (TSXV:BASQ.P) for CAD 17.5 million in a reverse merger transaction on December 20, 2022. BSP will acquire all of the issued and outstanding shares of ALUULA in exchange for the right for ALUULA shareholders to receive common shares of BSP. BSP will issue such number of BSP common shares to ALUULA shareholders as will equal a share value commensurate with a valuation that is a multiple of ALUULA and Ocean Rodeo's trailing 12-month revenues for the period ending October 31, 2022. Under the terms of the transaction, BSP will issue 175 million common shares at a deemed issue price of CAD 0.12 per share for total consideration of CAD 21 million. All outstanding ALUULA stock options and shareholder loans in the amount of CAD 1,983,002 will be converted into ALUULA shares prior to being exchanged for BSP shares. BSP to conduct a concurrent private placement of CAD 1.5 million to finance the transaction. In addition to the board of the Company, it is anticipated that on the completion of the Transaction, Laurie Clarke will be considered an Insider under applicable securities laws as she will hold more than 10% of the issued and outstanding shares of the resulting issuer corporation. On closing of the Transaction BSP is proposing to change its name to "ALUULA Composites Inc." and it will seek a new ticker symbol to reflect the name change. For fiscal year 2022, ALUULA Composites reported revenues of CAD 2.8 million, Net loss of CAD 0.48 million and Total assets of CAD 14.7 million. On Closing, it is anticipated that two senior members of the ALUULA team, Richard Myerscough and Peter Berrang, will join Peter Gustavson, Hannes Blum and Briony Bayer as the board of directors of the Company. Upon close of the transaction, the directors and officers of resulting issuer will consist of: Richard Myerscough - Director and Chief Executive Officer; Peter Berrang - Director; Peter Gustavson - Director; Hannes Blum - Director; Briony Bayer - Director; Jeremy South - Director; Peter Dorrius - CFO and Corporate Secretary; and John Zimmerman - Chief Operations Officer and President.

Closing is conditional upon, among other things, receipt of all required regulatory, corporate, and third-party approvals, including Exchange approval, completion of the Concurrent Financing, and, if required by the Exchange, filing of a sponsorship report with the Exchange. Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Bastion Square received conditional approval for the Transaction from the TSX Venture Exchange on April 10, 2023. As of April 13, 2023, the transaction is expected to close on or about April 14, 2023. Evans & Evans, Inc. acted as financial advisor to Bastion. Odyssey Trust Company acted as transfer agent to Bastion.