Impact Analytics Inc. announces that it has entered into a letter of intent with Darkflow Holdings Inc. (Darkflow) dated February 26, 2024, in connection with a potential joint venture (the Proposed JV). Through its unique technology and proprietary software (the "Darkflow Technology"), Darkflow conducts entity resolution compliance, anti-corruption, embezzlement prevention and relationship awareness risk detection with perpetual monitoring. The Proposed JV is intended to allow the Company to integrate the Darkflow Technology into its current product suite and Darkflow to do the same with the Company's technology.

Pursuant to the terms of the Letter of Intent, the parties have period of one-hundred and twenty (120) days, to exclusively negotiate, in good faith, the terms and conditions a definitive agreement or joint venture agreement that give effect to the Proposed JV ("Definitive Agreement"), whether formally or pursuant to the creation of a special purpose vehicle ("SPV"), or otherwise. The Letter of Intent provides a framework for negotiating the Definitive Agreement, which at this time, the parties are proposing the following key terms and conditions in connection with the Proposed JV: The Company will fund all development costs associated with the Proposed JV (the "Development Costs") in exchange for Darkflow providing the Proposed JV with use and access to the Darkflow Technology. Any intellectual property derived, produced, created, or otherwise owned, in any manner whatsoever, shall be owned by the Proposed JV.

If and when any of the products developed pursuant to the Proposed JV generate revenue, Impact Analytics will be entitled to 70% of such net revenues until the Company recuperates the Development Costs. Once Development Costs have been fully recuperated, the parties will be entitled to split the net revenues on a 50-50 basis.