Blockchain Venture Capital Inc. entered into a letter of intent agreement to acquire Flexwork Properties Ltd. (CNSX:RNG) in a reverse merger transaction on February 11, 2021. Blockchain Venture Capital Inc. entered into a definitive amalgamation agreement to acquire Flexwork Properties Ltd. (CNSX:RNG) in a reverse merger transaction on March 15, 2021. Upon completion, 95% of the total valuation of the combined company will be apportioned to the shareholders of Blockchain Venture Capital and remaining 5% will be apportioned to the current shareholders of Flexwork Properties. In a related transaction, Blockchain Venture Capital will carry out a private placement financing to raise a minimum of gross proceeds of CAD 1.5 million. Concurrently, approximately CAD 97,000 in unpaid fees owing to two current officers of Flexwork Properties will be settled by the issuance of common shares in the combined company to them on a post-consolidated basis. Flexwork Properties will undertake a share consolidation as well. Post completion of the transaction, the Resulting Issuer will change its name to Blockchain Venture Capital Inc., or such other name to be determined by Blockchain Venture Capital and will also apply to change its stock symbol and CUSIP/ISIN numbers in relation to the Resulting Issuer shares. Upon completion of the acquisition, the combined entity will continue to carry on the business of BVCI.

Each of the current Directors and Officers of Flexwork Properties will resign and be replaced with the members of the Board of Directors of the Resulting Issuer and its appointed officers. Richard Zhou will serve as President, Chief Executive Officer and Director; and Steven Olsthoorn will serve as Chief Financial Officer, Corporate Secretary and Director of the Resulting Issuer. Monika Cywinska, Yongbiao Ding and Justin Poy will serve as Independent Directors of the Resulting Issuer. The transaction closing is subjected to, consummation of the private placement, each of Flexwork Properties and Blockchain Venture Capital receiving any requisite director and shareholder approvals, completion of due diligence investigations, entering into a definitive agreement, receipt of all regulatory approvals, the contemplated Consolidation shall have been approved and Canadian Securities Exchange (CSE) approvals and Canadian Securities Exchange approval for the listing of the Resulting Issuer Shares on to the CSE. BVCI's Board of Directors has determined unanimously that (i) the amalgamation and this agreement are fair to the BVCI Shareholders and are in the best interests of BVCI and the BVCI Shareholders, and (ii) it will recommend approval of the Amalgamation by the BVCI Shareholders. The common shares of the amalgamated entity arising from the proposed amalgamation between Flexwork and Blockchain Venture Capital have been conditionally approved for listing on the Canadian Securities Exchange.

Matthew Burgoyne of McLeod Law LLP acted as legal advisor to Blockchain Venture Capital Inc. and Flexwork Properties Ltd.

Blockchain Venture Capital Inc. completed the acquisition of Flexwork Properties Ltd. on August 3, 2022.