360181 Alberta Ltd, Leung Enterprises Ltd., Burger Burger Ltd., Stanley Leung, Kahcheng Chua, James Leung and Debra Leung entered into an amalgamation agreement to acquire remaining 26.8% stake in Ginger Beef Corporation (TSXV:GB) from James Leung and others on September 9, 2022. The Acquirers collectively approximately 9,782,669 common shares or 73.21% of the issued and outstanding common shares in the capital of Ginger Beef. An RRSP which is owned by James Leung and which owns 493,000 Shares, is not an Acquirer. Pursuant to the Agreement, CAD 0.25 per Share in cash will paid to holders of all of the issued and outstanding Shares of Ginger Beef that are not directly or indirectly, owned by the Acquirers. Each shareholder of Ginger Beef, other than Acquirers, will receive one redeemable preferred share of the amalgamated company for each Share held immediately prior to the Amalgamation. Each redeemable preferred share will then be redeemed for the Offer Price. The total cash consideration for the aggregate Offer Price will be CAD 894,832. The Amalgamation, if consummated, will result in Ginger Beef being taken private and delisted from the TSX Venture Exchange.

The board of directors of Ginger Beef formed a special committee comprised of independent directors Moonkyu Lee and Chi Him Kan to evaluate the Amalgamation and make recommendations to the Board. Ginger Beef intends to seek approval from the majority of minority shareholders to comply with requirements of MI 61-101. The completion of the Amalgamation is subject to a number of conditions precedent that are customary to this type of transaction, including, but not limited to, the approval of at least two-thirds of the votes cast by holders of Shares at the Meeting, the approval by at least a simple majority of the votes cast by the shareholders other than the Acquirors, and the acceptance of the Amalgamation by the TSX Venture Exchange. As of November 7, 2022, the shareholders of Ginger Beef Corporation has approved the transaction.

The Special Committee has engaged DS Lawyers Canada LLP as its legal advisors. The Special Committee retained Evans & Evans, Inc. as an independent valuator, who prepared a Comprehensive Valuation Report and Fairness Opinion with respect to the proposed Amalgamation. The Report concluded that the Offer Price was not fair from a financial point of view. Computershare Trust Company of Canada acted as Agent to Ginger Beef.

360181 Alberta Ltd, Leung Enterprises Ltd., Burger Burger Ltd., Stanley Leung, Kahcheng Chua, James Leung and Debra Leung completed the acquisition of the remaining 26.8% stake in Ginger Beef Corporation (TSXV:GB) from James Leung and others on November 8, 2022. Amalco will continue under the name Ginger Beef Corporation. Amalco has received confirmation from the TSX Venture Exchange (the “Exchange”) that effective at the close of business on Friday, November 11, 2022, the common shares of Ginger Beef will be delisted from the Exchange.