Beacon Hill Innovations Ltd. signed a letter of intent to acquire Germinate Capital Ltd. (TSXV:GCAP.P) in a reverse merger transaction for CAD 6.8 million on June 29, 2021. Beacon Hill Innovations Ltd. entered into a definitive share exchange agreement to acquire Germinate Capital in a reverse merger transaction on September 14, 2021. As reported, Germinate will issue 32,151,003 common shares to the shareholders of BEACN in exchange for 100% of the common shares of BEACN for an aggregate deemed price of approximately CAD 6.75 million. It is anticipated that many of the common shares issued to the shareholders of Beacon Hill will be subject to escrow requirements under the Exchange escrow rules. Germinate will also raise CAD 2 million in conjunction with the transaction by way of an Arm's Length private placement of units at CAD 0.30 per Unit for gross proceeds of CAD 1.5 million. Each Unit will be comprised of one common share and one-half of a non-transferable common share purchase warrant. Each Warrant will entitle the holder to acquire one common share of Germinate at CAD 0.60 for a 24-month period. All of the securities issued in the private placement will be subject to a four-month hold period from the date of closing.

Germinate will be renamed as Beacon Hill Technology Ltd. (Resulting Issuer) upon completion of the transaction and a new trading symbol will be assigned. Prior to or concurrent with the Completion of the Qualifying Transaction, Germinate will change its name to “BEACN Wizardry & Magic Inc.” or such other similar name as the parties may agree and which is acceptable to the TSXV and other applicable regulatory authorities and the Germinate's trading symbol will change from "GCAP.P" to "BECN". Upon completion of the qualifying transaction, the Board of Directors and Officers of the Resulting Issuer will consist of Craig Fraser – Director and Chief Executive Officer, Daniel Davies – Director, President and Chief Technology Officer, Mark T. Brown and Sarah Weber – Director and Robert J. Doyle – Chief Financial Officer and Corporate Secretary. Alexandre Heath will resign from the board of the Resulting Issuer upon completion of the transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to Exchange Requirements, majority of the minority shareholder approval, and completion of the private placement. Where applicable, the transaction cannot close until the required shareholder approval is obtained. A Definitive Agreement outlining the detailed deal terms will be completed as a condition of closing of the transaction. Shareholder approval by shareholders of Germinate will not be required. Germinate's initial submission to the TSXV seeking approval of the transaction and concurrent offering was made on September 7, 2021. As on September 10, 2021, Germinate and Beacon Hill have settled the material terms of the share exchange agreement to be entered into and anticipate that it will be executed shortly. The CAD 2 million financing is now fully subscribed and Germinate anticipated closing to occur shortly, subject to receipt of approval of the TSXV. The TSXV has conditionally accepted the Qualifying Transaction subject to Germinate fulfilling all of the requirements of the TSXV on or before January 6, 2022. The TSXV has conditionally approved the listing of the Resulting Issuer Shares under the symbol “BECN”. The Qualifying Transaction is subject to final acceptance of the TSXV. Completion of the Transaction on or before the date that is 90 days following closing of the Private Placement. As of October 25, 2021, the transaction is expected to close on or before October 29, 2021.

Aaron Dow of Farris LLP acted as legal advisor to Beacon Hill Innovations. David Gunasekera of DuMoulin Black LLP acted as legal advisor to Germinate.