Simply Solventless Concentrates Ltd. (SSC) entered into a non-binding letter of intent to acquire Dash Capital Corp. (TSXV:DCX.P) in a reverse merger transaction for CAD 4.4 million on June 10, 2021. Simply Solventless Concentrates Ltd. (SSC) entered into amalgamation agreement to acquire Dash Capital Corp. in a reverse merger transaction on August 6, 2021. Pursuant to the transaction, all the issued and outstanding common shares of SSC will be exchanged for post consolidated Dash shares at an exchange ratio to be set out in the definitive agreement. Each SSC Share issued and outstanding before the Effective Time (the "Transferred SSC Shares") shall be cancelled without any repayment of capital in respect thereof and its holder shall receive therefor one (1) fully paid and nonassessable Dash QT Share, on a post-Consolidation basis, at a deemed price of CAD 0.29 per Dash Share. Upon completion of the transaction and excluding the SSC shares issued pursuant to the private placement, SSC shareholders will own approximately 90% of the issued and outstanding Dash shares, and Dash shareholders will own approximately 10% of the issued and outstanding Dash shares. It is intended that any outstanding stock options and warrants of SSC and Dash will be exercisable for comparable securities of the resulting issuer on the same economic terms. Dash currently has issued and outstanding 11 million Dash shares, stock options to purchase 1.1 million Dash shares and agent options to purchase 750,000 Dash shares and prior to the closing of the transaction, it is expected that Dash will consolidate the Dash shares such that each post-consolidation Dash share shall equal to three pre-consolidation Dash shares (Post Consolidated Dash Shares). As a result of the transaction, the resulting issuer will indirectly carry on the business of SSC and will change the to “Simply Solventless Concentrates Ltd.” The name of Amalco will be “Massive Hash Factory Ltd.”, or such name acceptable to SSC and as approved by the TSXV. SSC shall pay a base termination fee of CAD 0.1 million to Dash and additional fee of CAD 0.75 million no later than 20 business days after any such termination. It is intended that the resulting issuer will continue SSC's business in the cannabis industry and be listed on the TSXV as a Tier 1 Industrial Issuer, subject to TSXV approval. Jeff Swainson, Tara Johnson-Ouellette, Jason Kujath, Todd McAllister will be appointed as Directors of Amalco. Effective as of the Closing and subject to prior TSXV approval in connection with the Amalgamation and compliance with all Applicable Laws, including security clearance by Health Canada (as applicable), the initial officers of Amalco will be Jeffrey Philip James Swainson as President and Chief Executive Officer, Daniel Laferriere as Chief Operating Officer and James Nerland as Chief Financial Officer. Given the timing of the HC Licence application, Jeff Swainson, the proposed President & Chief Executive Officer and director of the Resulting Issuer, and James Nerland, the proposed Chief Financial Officer of the Resulting Issuer, are not expected to be security cleared by Health Canada in time to be appointed to such roles on closing of the Transaction. Accordingly, Tara Johnson-Ouellette and William Macdonald are expected to fill the roles of Chief Executive Officer and Chief Financial Officer of the Resulting Issuer, respectively, on an interim basis Swainson and Nerland are security cleared by Health Canada. Colin Davison and Hugh Porter will also be a director in combined entity. Gordon Cameron will be a corporate secretary in combined entity.

Prior to execution of the definitive agreement, SSC intends to complete a private placement of units of SSC at a price of CAD 0.25 per Unit, with each unit comprised of one SSC share and one-half of one common share purchase warrant. Each whole SSC warrant will entitle the holder thereof to purchase one SSC Share at a price of CAD 0.3 for a period of three years from the date of issue. It is intended that SSC would have an additional 4 million SSC Shares and 2 million SSC Warrants to purchase SSC Shares at the closing of the Private Placement. Pursuant to the terms and conditions of the LOI, Dash and SSC will negotiate and enter into a definitive agreement incorporating the principal terms of the transaction. At the closing, the current directors of Dash will resign and be replaced by the nominees of SSC and Dash in accordance with corporate law and with the approval of the TSXV. It is expected that the board of directors of the Resulting Issuer will be comprised of up to seven suitable nominees with one director nominated by Dash and the remaining directors nominated by SSC. The transaction is subject to satisfactory completion of due diligence, execution of the definitive agreement, receipt of all directors, Resignation and Release by Directors and Officers, shareholder approval of Dash and SSC and requisite regulatory approvals, including the acceptance of the TSXV, among others. The board of directors of SSC have unanimously approved the transaction. The board of directors of Dash have unanimously approved the transaction. As of January 31, 2022, the transaction is expected to close on May 31, 2022.

Odyssey Trust Company acted as transfer agent to Dash Capital. Melinda Park of Borden Ladner Gervais LLP acted as legal advisor to Dash. Gordon Cameron of McCarthy Tétrault LLP acted as legal advisor to Simply Solventless Concentrates.