Sicame Canada entered into letter of intent to acquire Circa Enterprises Inc. (TSXV:CTO) from Cory Tamagi, Angela Hulshof, Darren Epp, Robert Johnston and others for CAD 22.5 million on October 24, 2022. Sicame Canada entered into an amalgamation agreement to acquire Circa Enterprises Inc. (TSXV:CTO) from Cory Tamagi, Angela Hulshof, Darren Epp, Robert Johnston and others for CAD 22.5 million on March 8, 2023. As per the terms of the transaction, the holders of the Common Shares (the "Circa Shareholders") will receive a pro rata portion of the Consideration, estimated to be equal to approximately CAD 2.10 to CAD 2.20 for every Common Share held. In a related transaction, Circa and Guardian Telecom Ltd. entered into an asset purchase agreement for CAD 3.3 million on March 8, 2023. Concurrent with the signing of the Amalgamation Agreement, Circa and Guardian Telecom Ltd. ("Guardian") entered into an asset purchase agreement dated March 8, 2023 (the "Asset Purchase Agreement"), respecting the sale of the Circa Telecom Business and related assumed liabilities, to Guardian. This Asset Purchase Agreement has been contemplated in the Amalgamation Agreement and the sale of the Circa Telecom Business is intended to close immediately following the closing of the Amalgamation. Subsequent to the Amalgamation, Amalco is expected to delist the Common Shares from the TSXV. Completion of the Amalgamation is subject to a number of conditions being satisfied or, where permitted, waived by one or more of Circa or Sicame Canada and SubCo at or prior to closing of the Amalgamation. The Amalgamation, if completed will result in Circa and SubCo continuing as one corporation that is expected to be renamed "Hydel Inc." ("Amalco") and be wholly owned by Sicame Canada. Upon the completion of the Amalgamation, Sicame Canada will be the sole shareholder of Amalco, and the Circa Shareholders will each receive a cash payment from Sicame Canada equal to their pro rata portion of the total consideration paid by Sicame Canada.

Completion of the Amalgamation is subject to a number of conditions being satisfied or, where permitted, waived by one or more of Circa or Sicame Canada and SubCo at or prior to closing of the Amalgamation. These conditions include the approval of the Circa Shareholders, together with approval of the Majority of the Minority at the Meeting; approval of the TSXV; the closing conditions of the Asset Purchase Agreement being satisfied or waived; the settlement of any outstanding options or stock option agreements; the receipt of all necessary third-party approvals; and, the satisfaction of certain other closing conditions customary for a transaction of this nature. The board of Circa has unanimously approved the transaction. It is expected that the special meeting of Circa Shareholders (the "Meeting") to approve the proposed Amalgamation and sale of the Telecom Business will be held virtually on April 10, 2023, under this meeting (i) at least 66 ? percent of the votes cast by all holders of Common Shares; and (ii) a majority of the votes cast by disinterested shareholders, in each case voting in person or by proxy at the Meeting. As of April 10, 2023, Circa Shareholders has approved the transaction. The Amalgamation is anticipated to close on or about April 11, 2023.

Sequeira Partners acted as fairness opinion provider and Paul Barbeau of McMillan LLP acted as legal advisor to the Special Committee of Circa Enterprises. Computershare Investor Services Inc. acted as information agent and Computershare Trust Company of Canada acted as depository bank to Circa Enterprises. Bruce Hibbard of Bennett Jones LLP acted as legal advisor to Circa. Allan Ritchie of Loopstra Nixon LLP acted as legal advisor to Sicame Group.

Sicame Canada completed the acquisition of Circa Enterprises Inc. (TSXV:CTO) from Cory Tamagi, Angela Hulshof, Darren Epp, Robert Johnston and others for CAD 21.7 million on April 14, 2023. The Consideration payable to Circa Shareholders is equal to CAD 2.1173 per common share in Circa. As Hydel no longer meets the TSX Venture Exchange's (the "TSXV's") minimum listing requirements, an application has been made by Hydel for the de-listing of the Common Shares of Hydel (formerly, Circa) from the TSXV and trading in the Common Shares has been halted. It is expected that the delisting of the Common Shares will occur on or about April 18, 2023.