HerdWhistle Technologies Inc. (HWT) entered into a letter of intent to acquire Farstarcap Investment Corp. (TSXV:FRS.P) in a reverse merger transaction for CAD 2.5 million on September 11, 2023. As part of the proposed transaction, Farstarcap agreed to acquire from the shareholders of HWT all the issued and outstanding securities of HWT in exchange for securities of Farstarcap. Upon closing of the transaction, Farstarcap will issue: (i) three common shares of Farstarcap (?Payment Shares?) for each one common share of HWT; and (ii) for every one dollar of principal amount of convertible debentures issued and outstanding, six and one half (6.5) Payment Shares to a maximum of 1,250,000 Payment Shares. The parties anticipate a total of approximately 61,666,665 Payment Shares will be issued to the shareholders of HWT with a deemed issuance price of approximately CAD 0.20 per Payment Share, representing a deemed valuation of HWT of CAD 12,333,333. The issuance of the aggregate total of 62,916,665 Payments Shares consists of 61,666,665 Payment Shares to the existing shareholders of HWT and up to 1,250,000 Payment Shares to be issued to the convertible debenture holders. On October 24, 2023, HWT entered into an amended and restated letter of intent to acquire Farstarcap Investment Corp. Pursuant to the Amended and Restated LOI, subject to the execution of a definitive agreement, HWT will conduct a private capital raise of up to CAD 1,500,000 at a price of CAD 0.60 per HWT unit and issue up to an additional 2,500,000 units of HWT.

Upon completion of the Transaction, the combined entity (the ?Resulting Issuer?) will continue the business of HWT as a Tier 2 ?technology? issuer. Subject to Exchange approval, on completion of the transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors, Jack Behan, Chief Executive Officer; Graham Plastow, Chief Science Officer; Adam Morand, Chief Operating Officer; Andrew Jonsson, Chief Financial Officer and Braden Bjornson, Chief Xperience Officer. The closing of the Transaction will be conditional upon HWT completing a private placement financing of subscription receipts (the ?Subscription Receipts?) at a price of CAD 0.2 per subscription receipt unit, receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the transaction, including, but without limitation, acceptance of the Exchange; completion of due diligence to the satisfaction of the parties; approval of the board of directors of each of Farstarcap and HWT to final terms and conditions of the transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement; the signing of the Definitive Agreement; and approval of the transaction by the shareholders of HWT.

HerdWhistle Technologies Inc. (HWT) cancelled the acquisition of Farstarcap Investment Corp. (TSXV:FRS.P) in a reverse merger transaction on February 26, 2024.