VM Agritech Limited (“VMA”) entered into an agreement to acquire Bluewater Acquisition Corp (TSXV:BAQ.P) for CAD 2.7 million in a reverse merger transaction on October 25, 2021. Under the terms of the transaction, shareholders of VMA will be issued 90.16 million common shares of Bluewater Acquisition. The ability of Bluewater to fund its potential future operations and commitments is dependent upon the ability of Bluewater to obtain additional financing. As a condition to completing the transaction, VMA intends to complete a non-brokered private placement financing of a minimum of 18 million subscription receipts and a maximum of 26 million subscription receipts. Following completion of the transaction, it is anticipated that the shareholders of VMA will own a significant majority (approximately 75% in the event of the minimum private placement financing, and approximately 70.3% in the event of the maximum private placement financing) of the outstanding common shares of Bluewater Acquisition. VMA will become a wholly owned subsidiary of Bluewater. It is also anticipated that Bluewater Acquisition will change its name shortly after the completion of the acquisition. Upon closing of the acquisition and financing, the Company will have at least 120,276,500 common shares issued and outstanding. On completion of the acquisition, Bluewater Acquisition's Board of Directors will be reconstituted to consist of six Directors, comprised of one Ddirector designated by VMA (being Christopher Wightman) and five Directors designated by Bluewater Acquisition (being Michael Sapountzoglou, Eric McFadden, Fotis Giannakoulis, Antonios Backos, and Peter Karos). In addition, Sapountzoglou and Glenn Warkentin will remain Chief Executive Officer and Corporate Secretary, respectively, of Bluewater Acquisition and Brad Giblin will be appointed as Chief Financial Officer of Bluewater Acquisition. Svetlana Panicheva will serve as Chief Chemist.

Closing of the transaction is subject to a number of conditions including the satisfactory completion of due diligence, the completion of the private placement financing, receipt of all required shareholder, regulatory and third-party consents, including TSX Venture Exchange approval, and satisfaction of other customary closing conditions. Approval of the shareholders of Bluewater Acquisition will not be required in connection with the transaction. As of January 20, 2022, Bluewater Acquisition Corp. is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange for the closing of its proposed qualifying transaction. The board of directors of BAQ has approved the execution and performance of this Agreement. The transaction is expected to close on or before January 31, 2022, or such other date as BAQ and VMA may determine. Management expects the terms of the acquisition will provide Bluewater with the necessary liquidity to satisfy its current obligations and remain a going concern. Bluewater Acquisition entered into an agreement, effective January 31, 2022, with VM Agritech to extend the deadline for the completion of their proposed qualifying transaction from January 31, 2022, to February 14, 2022. Glenn Warkentin and Adam Rock of Lindsey MacCarthy LLP acted as legal advisor to Bluewater Acquisition Corp. Patrick Martin of PTM Law and Nikolaos Galanopoulos of Galanopoulos & Company acted as legal advisor to VM Agritech Limited. Haines Watts (City) Llp acted as accountant to VM Agritech Limited. MNP LLP acted as accountant to Bluewater Acquisition Corp. Odyssey Trust Company acted as transfer agent to Bluewater Acquisition Corp.

VM Agritech Limited (“VMA”) cancelled the acquisition of Bluewater Acquisition Corp (TSXV:BAQ.P) on February 14, 2022. The conditions to Closing were not met as of that date, and so therefore the Share Exchange Agreement terminated on that date.