Coinberry Limited signed a letter of intent to acquire Cinaport Acquisition Corp. III (TSXV:CAC.P) in a reverse merger transaction on February 12, 2021. Pursuant to the terms of the letter of intent, the transaction is to be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed to by both parties with regard for tax considerations, accounting treatments and applicable legal and regulatory requirements. The parties have agreed on the valuation of the Cinaport for the purposes of the Qualifying Transaction and the ownership ratio for the respective shareholders of the Company and Coinberry upon closing of the Qualifying Transaction will be subject to the final valuation of Coinberry. In connection with the proposed Qualifying Transaction, Coinberry intends to raise up to CAD 10 million in connection with the Private Placement. The Private Placement shall be completed prior to the closing of the Qualifying Transaction. The directors and officers of Cinaport Acquisition Corp. upon completion of the Qualifying Transaction will be determined at a later date. Closing of the Qualifying Transaction is subject to the satisfaction of, among other things, the following conditions precedent: completion of the Private Placement; completion and satisfaction of mutual due diligence by the parties; negotiation and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions); and receipt of all requisite approvals and consents for the Qualifying Transaction including (i) approval by the Exchange for the Qualifying Transaction and the proposed new insiders of Cinaport Acquisition, (ii) approval by the board of directors of each of Coinberry and Cinaport Acquisition, and (iii) all required approvals being obtained from the securityholders of each of Coinberry and the Cinaport Acquisition.