Eddy Smart Home Solutions Inc. entered into a letter of intent to acquire Aumento Capital VIII Corp. (TSXV:AMU.P) in a reverse merger transaction for CAD 40.6 million on June 21, 2021. Eddy Smart Home Solutions Inc. entered into an amalgamation agreement to acquire Aumento Capital VIII Corp. in a reverse merger transaction on September 13, 2021. The addendum to amalgamation agreement is made as of December 15, 2021. Under transaction, holders of all of the issued and outstanding shares in the capital of Eddy will receive common shares of the Resulting Issuer at a deemed issue price of CAD 0.6 per share in exchange for all of the outstanding Eddy Shares. Immediately following the completion of the transaction on a non-diluted basis, the current shareholders of Aumento will own 2 million Resulting Issuer Common Shares (anticipated to be approximately 3%) and the holders of Eddy Common Shares existing immediately prior to the transaction (including any Eddy Common Shares issued upon the conversion of the Subscription Receipts, the Eddy Class B Shares and the Eddy Convertible Debt) are anticipated to own approximately 67.7 million Resulting Issuer Common Shares (anticipated to be approximately 97%). All outstanding warrants and stock options of Eddy will be replaced with equivalent convertible or exchangeable securities of Aumento entitling the holders thereof to acquire Aumento Shares in lieu of Eddy Shares adjusted to reflect the exchange ratio of Eddy Shares for Aumento Shares, and all outstanding convertible debentures of Eddy convert into Eddy Shares prior to being exchanged for Aumento Shares at the Exchange Ratio. As per article of addendum of December 15, 2021, each Eddy Warrant, other than Private Placement Agent Warrants, outstanding immediately prior to Effective Time shall be exchanged for 0.504867 of an Aumento Eddy Replacement Warrant exercisable to purchase 1 Resulting Issuer common share at an exercise price equal to existing exercise price of Eddy Warrant divided by 0.504867. Each Private Placement Agent Warrant outstanding immediately prior to Effective Time shall be exchanged for 0.504867 of an Aumento Agent Replacement Warrant exercisable to purchase 2 Resulting Issuer common shares at an exercise price equal to existing exercise price of Private Placement Agent Warrant divided by 0.504867. Transaction is expected to be completed by way of a share exchange, amalgamation or other form of business combination, resulting in Eddy becoming a wholly-owned subsidiary of Aumento. The name of the Resulting Issuer will be changed to “Eddy Smart Home Solutions Inc.” or such other name as may be chosen by Aumento and Eddy. The name of Amalco shall be “2865357 Ontario Inc.” The Resulting Issuer will be a technology issuer and continue to carry on the business of Eddy.

In connection with the transaction, Eddy entered into an engagement letter dated June 23, 2021 with Canaccord Genuity Corp., as lead agent and bookrunner in connection with a brokered private placement of a minimum of 16.7 million and a maximum of 25 million subscription receipts of Eddy at a price of CAD 0.60 per Subscription Receipt for aggregate gross proceeds of a minimum of CAD 10 million and a maximum of CAD 15 million. The minimum number of directors of Amalco shall be 1 and the maximum number of directors of Amalco shall be 10. The number of first directors of Amalco shall be 1 and first director of Amalco shall be Travis Allan. As per Section 2.2(g), sole officer of Amalco, until changed or added to by board of directors of Amalco, shall be Roger Daher, President and Secretary. The minimum number of directors of Resulting Issuer shall be 3 and maximum number of directors of Resulting Issuer shall be 15. As per Section 2.3(e) and Section 2.3(f) Management and board of directors of the Resulting Issuer will be replaced with Travis Allan as Chief Executive Officer and Director and Boris Baril as Chief Financial Officer, together with four other nominees of Eddy and one nominee of Aumento to the board of directors. Further, upon completion of the transaction, it is anticipated that the directors and officers of the Resulting Issuer will consist of Sajid Khan as Chief Operating Officer, Mark Silver as Executive Chairman and Director, Roger Daher, Chris Gower, Gary Goodman and George Krieser as Directors, and Nadine Evans as Corporate Secretary. As per addendum, Section 2.3(e) of Amalgamation Agreement shall be amended by replacing name “Roger Daher” with “Paul Pathak, Section 2.2(g) of Amalgamation Agreement shall be amended by replacing name “Roger Daher” with “Travis Allan” and Section 2.3(f) of Amalgamation Agreement shall be amended by adding name “Nadine Evans, Corporate Secretary”.

Transaction is subject to the satisfaction of customary closing conditions, including, TSXV acceptance; and any other applicable Governmental Authorities, each of the Principal Aumento Shareholders, directors and officers of Aumento shall have entered into a Support Agreement, board of directors of Eddy approving this Agreement, Convertible Debt shall have been converted in accordance with its terms, Aumento shall have a minimum working capital of CAD 350,000 assuming payment, prior to Closing Date, conversion of all of the issued and outstanding Eddy Class B Preferred Shares shall have occurred, satisfactory completion of due diligence by each of Aumento and Eddy; approval by Aumento's board of directors; execution of the Definitive Agreement; approval of the Name Change by the shareholders of Aumento; receipt of all required approvals and third party approvals, authorizations and consents relating to the transaction, including without limitation all approvals of the shareholders of Aumento and Eddy holding at least 66 2/3% of the issued and outstanding Eddy voting securities, as required; each of directors and officers of Aumento shall have provided their resignations and mutual release conditional on Closing, completion of the Private Placement; and the TSXV's approval for listing the common shares of the Resulting Issuer. The transaction is not subject to the approval of the shareholders of Aumento. However, Aumento will hold a special meeting of its shareholders prior to year-end to approve certain matters related to the transaction. The parties shall use their reasonable commercial efforts to cause Effective Date to occur on or about November 30, 2021 or as soon thereafter as reasonably practicable and, in any event not later than January 31, 2022. As of January 10, 2022, Aumento has received conditional approval from the TSX Venture Exchange. As of January 10, 2022, the transaction is expected to close on or around January 12, 2022. Eddy intends to hold a special meeting of its shareholders to approve the amalgamation prior to year-end 2021. Janan Paskaran of Torys LLP acted as legal advisor to Eddy Smart Home Solutions. Paul Pathak from Chitiz Pathak LLP acted as legal advisor to Aumento. TSX Trust Company acted as transfer agent to Aumento.

Eddy Smart Home Solutions Inc. completed the acquisition of Aumento Capital VIII Corp. (TSXV:AMU.P) in a reverse merger transaction on January 12, 2022. The Resulting Issuer Shares are expected to resume trading under the symbol “EDY” on or about January 21, 2022.