Quattro Energy Limited entered into a binding definitive agreement to acquire Jesmond Capital Ltd. (TSXV:JES.P) for CAD 1.3 million in a reverse merger transaction on January 16, 2023. Pursuant to the terms of the Agreement, Jesmond will acquire all of the issued and outstanding shares of Quattro, in exchange for 22,357,669 common shares of the Resulting Issuer at closing of the Transaction. Parties will complete a transaction that will result in Jesmond acquiring Quattro, with the combined entity (the "Resulting Issuer") continuing the business of Quattro. Pursuant to the Transaction, the shareholders of Quattro will become shareholders of the Resulting Issuer and the Transaction will result in a Reverse Takeover of Jesmond. Upon completion of the Qualifying Transaction, it is intended that the business of Quattro as currently conducted will be the business of the Resulting Issuer. Pursuant to the terms of the proposed Qualifying Transaction and subject to TSXV approval, the Company intends to change its name to "Quattro Energy Corp.", or such other name as the Board, in its sole discretion, deems appropriate (the "Name Change"). To be effective, the Name Change Resolution must be approved by the affirmative vote of at least 66-2/3% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting. Effective following the completion of the Qualifying Transaction, it is anticipated that the Board will be reconstituted, with Gordon Chmilar, Rupert William and Jeremy Woodgate being removed (the "Retiring Directors"), the Board being increased to six (6) members, and the following additional nominees elected to the Board: Neill Carson, Jens Pace, Charles Joseland, Chelsea Hayes and Ian Smale (collectively, the "Additional Nominees"). Upon completion of the Transaction, the proposed directors and officers of the Resulting Issuer are Neill Carson - Executive Chairman, Director; Jens Pace - Chief Executive Officer, Director; Mark Semple - Chief Financial Officer; Charles Joseland - Non-Executive Director; Chelsea Hayes - Non-Executive Director; Stuart Olley - Non-Executive Director; Ian Smale - Non-Executive Director. Olley intends to remain on the Board following the completion of the Qualifying Transaction (the "Remaining Director").

Completion of the Transaction is subject to a number of conditions, including, completion of the Concurrent Financing; completion of the License Acquisition; the Parties receiving all requisite regulatory approval, including the approval of the Exchange, the approval of the North Sea Transitional Authority and any third-party approvals and authorizations; each of Jesmond and Quattro obtaining the requisite shareholder approvals for the Transaction; the Parties obtaining requisite board approvals for the Transaction; all of the parties required by the Exchange entering into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the Exchange; and the Resulting Issuer meeting the applicable Initial Listing Requirements of the Exchange as an Oil and Gas Issuer, including, without limitation, the public float requirements. The transaction is expected to close on September 15, 2023. As per filing on November 23, 2023, Jesmond Capital has agreed with Quattro to extend the date for completion of the Transaction to March 29, 2024. Gordon Chmilar of Modern Finance Law acted as legal advisor to Jesmond. Bruce McLeod of Pinsent Masons acted as legal advisor to Quattro. Alliance Trust Company acted as transfer agent to Jesmond in the transaction.