IV Hydreight Inc. entered into a non-binding letter of intent to acquire Perihelion Capital Ltd. (TSXV:PCL.P) from Hike Capital Inc. and others in a reverse merger transaction for CAD 22.6 million on May 2, 2022. IV Hydreight Inc. entered into a merger agreement to acquire Perihelion Capital Ltd. from Hike Capital Inc. and others in a reverse merger transaction on July 12, 2022. As consideration for the transaction, PCL will issue such number of PCL shares as is equal to a fraction, the numerator of which is CAD 22.6 million and the denominator of which shall be such price per common share as may be agreed. Upon completion of the transaction, Hydreight will be a wholly-owned subsidiary of PCL (together, the "Resulting Issuer"). On completion of the transaction, Victory Square Technologies Inc. (CNSX:VST), parent of IV Hydreight Inc. will own a majority of approximately 73.34% of the issued and outstanding common shares of the Resulting Issuer, subscribers for Financing Shares holding approximately 2.09%, Hike holding approximately 3.67% and PCL is expected to hold approximately 20.91%. Upon completion of the proposed transaction, the Resulting Issuer will carry on the businesses of Hydreight and intends to list as a tier 2 technology issuer on the TSXV. In connection with the Transaction, Perihelion will, among other things, change its name to “Hydreight Technologies Inc.”. In connection with the proposed transaction and after the completion of the amalgamation, it is anticipated that PCL will complete a consolidation of the issued and outstanding common shares of PCL. Upon completion of the deal, it is anticipated that the Board of Directors of PCL will consist of four nominees: Shane Madden, Joseph Palumbo, Gabriel Kabazo and Alexandros Tzilios. It is anticipated that the senior management of PCL will be as follows: Shane Madden as Chief Executive Officer, and Joshua Sorin as Chief Financial Officer and Corporate Secretary. IV Hydreight shall pay a termination fee of CAD 30,000 to Perihelion and Perihelion shall pay a termination fee of CAD 30,000 to IV Hydreight.

The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation of a definitive agreement between the parties; (ii) the receipt of disinterested shareholder approval for the proposed transaction to the extent as required by applicable law and policies of the TSXV; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the transaction, (iv) the receipt of conditional approval from the TSXV for the transaction and the listing of the Resulting Issuer Shares upon completion of the transaction; and (v) the completion of the Concurrent Financing. Transaction is also subject to the completion of the consolidation of common shares of PCL on a 6.46805 pre-consolidation share for one post consolidation share basis, the receipt of all requisite regulatory, or governmental authorizations and consents, PCL shall have a minimum Working Capital of CAD 0.5 million immediately prior to the Effective Time and other conditions. As of November 10, 2022, the transaction has been conditionally approved by TSXV and non-brokered private placement has been completed. Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, PCL and Hydreight anticipate that the Proposed Transaction will be completed no later than December 15, 2022. As of November 10, 2022, the transaction is expected to close on or about November 28, 2022. As of November 23, 2022, Perihelion intends to effect the consolidation and name change on November 25, 2022. TSX Trust Company acted as transfer agent to PCL.

IV Hydreight Inc. completed the acquisition of Perihelion Capital Ltd. (TSXV:PCL.P) from Hike Capital Inc. and others in a reverse merger transaction on November 28, 2022. It is anticipated that Hydreight Technologies Inc. Shares will resume trading on the Exchange under the trading symbol “NURS” on or about December 1, 2022.