Cheelcare entered into a binding letter of intent to acquire Jo-Jo Capital Canada Ltd. (TSXV:JOJO.P) for CAD 1.6 million in a reverse merger transaction on January 24, 2024. Transaction will result in a reverse take-over of Jo-Jo where the existing shareholders of Cheelcare will own a majority of the outstanding common shares of Jo-Jo and Jo-Jo is expected be renamed, subject to shareholder approval, to such name as Cheelcare may determine. (the ?Resulting Issuer?). As consideration for the acquisition of all of the outstanding securities of Cheelcare, holders of issued and outstanding common shares of Cheelcare (?Cheelcare Common Shares?) will receive one (1) post-consolidation Jo-Jo Common Share for each one (1) post-Cheelcare Split Cheelcare Common Share. Immediately prior to the completion of the Cheelcare Transaction, it is anticipated that, Jo-Jo will consolidate its issued and outstanding Jo-Jo Common Shares on the basis of two (2) pre consolidation Jo-Jo Common Shares for each one (1) post-consolidation Jo-Jo Common Share (the ?Jo-Jo Consolidation Ratio?) as a condition to the completion of the Cheelcare Transaction.

The completion of the Cheelcare Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the boards of directors of each of Jo-Jo and Cheelcare, approval of the shareholders of each of Jo-Jo and Cheelcare (if required), obtaining necessary third party approvals, TSXV acceptance, closing of the Private Placement for gross proceeds of not less than CAD 2,500,000.