Heliene Inc. entered into a letter of intent to acquire Buzz Capital 2 Inc. (TSXV:BUZH.P) in a reverse merger transaction on October 1, 2021. Heliene Inc. entered into a definitive agreement to acquire Buzz Capital 2 Inc. (TSXV:BUZH.P) in a reverse merger transaction on December 15, 2021. Pursuant to the proposed transaction it is intended that: (i) the outstanding Buzz Shares will be consolidated on the basis of one post-consolidation Buzz Share for each 5.8714 pre-consolidation Buzz shares and the holders of shares in the capital of Heliene will receive shares in the capital of the resulting issuer in exchange for each outstanding Heliene share on a ratio to be determined based on the price per subscription receipt under the concurrent financing. There are currently 8,220,000 Buzz shares outstanding which will result in 1,400,000 post consolidation Buzz Shares issued and outstanding. Consolidation will also affect the holders of Buzz outstanding warrants and options on the same basis. Following completion of the transaction, the securityholders of Heliene will hold a significant majority of the outstanding common shares of the resulting issuer. Transaction will constitute a reverse take-over of Buzz by Heliene in as much as former shareholders of Heliene will own, assuming completion of the Concurrent Financing for minimum gross proceeds of CAD 35 million, 69.17% of outstanding non-diluted common shares in capital of Buzz and 98.81% together with the subscribers in the Concurrent Financing. It is anticipated that Buzz shares will trade under stock symbol “HELN”, subject to Exchange approval. Proposed management and directors includes Martin Pochtaruk: President, Chief Executive Officer and Director, Brad Simard: Chief Financial Officer and Corporate Secretary, Gustavo Loureiro: Chief Operating Officer, Nadeem Haque: Chief Technology Officer, Denis Turcotte: Chairman of the Board of Directors, Michel Dumas: Independent Director, Benjamin Duster: Independent Director, Daniel Shea: Independent Director, Jonathan Weisz: Independent Director and Dennis Greene: Vice President, Sales and Business Development.

The transaction subject to a number of conditions including, but not limited to: completion of satisfactory due diligence, approval of Heliene's shareholders, execution of a formal binding agreement on or before November 15, 2021, receipt of any required regulatory approvals, obtaining necessary governmental and third-party approvals, acceptance of the transaction by the Exchange and approval for the listing of the common shares of the Resulting Issuer, completion of the Concurrent Financing; and the approval of various matters related to the transaction by the requisite majority of Buzz 2 shareholders (however Buzz 2 shareholders are not required to approve the transaction), including a corporate name change, approval by both boards of directors, the appointment of a new slate of directors nominated by Heliene, subject to the completion of the transaction, and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. Due to market conditions, the closing of the concurrent private placement of subscription receipts of Heliene to be completed in conjunction with the Proposed Transaction has been postponed and may not be completed on the terms as previously announced on November 8, 2021 or at all. As of December 6, 2021, the shareholders of Buzz Capital 2 Inc. unanimously approved the transaction.