Cozystay Holdings Inc. entered into a non-binding letter of intent to acquire Inceptus Capital Ltd in a reverse merger transaction for CAD 37.5 million on July 23, 2021. The consideration includes Inceptus Capital Ltd. issuing 120 million common shares to the shareholders of Cozystay Holdings Inc. at a deemed price of CAD 0.3125 per share, for a deemed aggregate purchase price of CAD 37.5 million. Inceptus Capital Ltd. intends to complete a private placement which will close concurrent with the closing of the proposed transaction, pursuant to which Inceptus Capital intends to issue up to 8 million units at a price of CAD 0.3125 per Unit to arm's-length subscribers for gross proceeds of up to CAD 2.5 million. Following closing of the proposed transaction and completion of the proposed concurrent private placement, Inceptus Capital Ltd. will have approximately 132.7 million common shares issued and outstanding of which the shareholders of Inceptus Capital Ltd. will hold approximately 3.58%, the shareholders of Cozystay Holdings Inc. will hold approximately 90.40%, and the shareholders under the concurrent private placement financing will hold approximately 6.03%. Upon completion of the transaction, the resulting issuer will change its name to a name to be approved by the parties.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval.

Cozystay Holdings Inc. cancelled the acquisition of Inceptus Capital Ltd in a reverse merger transaction on January 14, 2022. Cozystay and Inceptus Capital mutually agreed that the present public markets are not conducive to financing opportunities.