AlphaDelta Management Corp. (ADM) entered into a non-binding letter of intent to acquire Bluewater Acquisition Corp (TSXV:BAQ.P) in a reverse merger transaction on April 20, 2022. Under the proposed transaction, the ADM shareholders will receive Bluewater Shares in exchange for their ADM Shares, and the ADM option holders will receive Bluewater Options in exchange for their ADM options, in accordance with the Exchange Ratio. Under the proposed transaction, the parties will establish the number of Bluewater Shares to be issued for each ADM Share, and the number of Bluewater Options to be issued for each ADM Option, based on an exchange ratio that will result in former AlphaDelta shareholders owning approximately 97.00% of the common shares of the resulting issuer, on a fully-diluted basis, and former Bluewater shareholders owning approximately 3.00% of the common shares of the resulting issuer, on a fully-diluted basis, immediately after the completion of the transaction. ADM shortly intends to conduct a non-brokered private placement of a maximum of 20 million ADM shares, at a price of CAD 0.05 per ADM share, for maximum gross proceeds of CAD 1 million. In connection with the transaction, Bluewater intends to apply for a waiver of the sponsorship requirements of the Exchange. Immediately prior to the completion of the proposed transaction, ADM expects to conduct a brokered private placement (the "Concurrent Private Placement" and, together with the Initial Private Placement, the "Private Placements") of ADM subscription receipts, for minimum gross proceeds of CAD 2 million. After the completion of the transaction, Bluewater expects to be classified as a "Tier 2" issuer in the "Industrial/Investment/ Technology" industry segment of the Exchange and carry on the business of ADM. Immediately after the proposed transaction, the parties expect the directors or officers of the resulting issuer to be as Victor J Therrien, Director as Chief Executive Officer, Brad Farquhar, Maurice Levesque, Dave Malone, Michail Sapountzoglou, Peter Van Dyke and John Schmitz as Directors and Glenn Warkentin as Corporate Secretary. As of February 21, 2023, ADM and Bluewater continue to negotiate the definitive amalgamation agreement for the Proposed Transaction, however the timing for closing will be extended due to market conditions.

The proposed transaction is subject to a number of significant conditions, including that: (a) TSX Venture Exchange has conditionally accepted the proposed transaction; (b) ADM has closed the Private Placements; and (c) ADM shareholders have approved the amalgamation. As of July 21, 2022, ADM is raising funds on its previously announced non-brokered private placement of a maximum of 20 million ADM common shares, at a price of CAD 0.05 per ADM common share (the “Preliminary Private Placement”). ADM and Bluewater continue to negotiate the definitive amalgamation agreement for the proposed transaction, which they expect to execute upon the completion of the preliminary private placement.