Jupiter Acquisition Corporation (NasdaqCM:JAQC) entered into a definitive agreement to acquire Filament Health Corp. (OTCPK:FLHL.F) from shareholders for approximately $150 million on July 18, 2023. As part of the acquisition, the parties entered into a business combination to create a new public holding company representing the combined business ("Pubco") that is expected to be listed on Nasdaq. The proposed Business Combination reflects a pro forma enterprise valuation of approximately $210 million, based on certain assumptions. Consideration will be 100% in the form of shares in Pubco, and the proposed Business Combination is expected to provide at least $5 million of net proceeds to Pubco. The proposed Business Combination reflects a pre-money equity value of $176 million for Filament and provides the Filament shareholders and certain other parties a contingent right to receive additional Pubco shares based upon post-closing stock performance. At the closing of the proposed Business Combination, the holders of outstanding Filament shares will receive equity in Pubco valued at US$0.85 per share (subject to adjustments).

The proposed business combination is subject to customary closing conditions, including receipt of all regulatory approvals, all waiting periods applicable to the Proposed Business Combination under any Antitrust Law will have expired or been terminated, the Registration Statement will have become effective under the Securities Act, Shares to be issued pursuant to the Proposed Business Combination will have been approved for listing on the NYSE or Nasdaq, as applicable, court orders from the Supreme Court of British Columbia with respect to the Plan of Arrangement, and the approval of the proposed Business Combination by Filament's securityholders and Jupiter's stockholders. The consummation of the proposed business combination is anticipated to occur in the 4th quarter of 2023. The Board of Directors of Filament, having received a unanimous recommendation from the special committee of the Board of Directors (the "Filament Special Committee") in favour of the proposed Business Combination, has determined that the proposed Business Combination is in the best interests of Filament, and resolved to recommend that Filament securityholders vote in favour of the proposed Business Combination (with Mr. Lightburn declaring his interest in the Business Combination and abstaining from the vote of the Board of Directors of Filament). The board of directors of Jupiter has unanimously approved the proposed Business Combination.

Evans & Evans, Inc. was appointed as an independent financial advisor to the Filament Special Committee, and provided a fairness opinion to the Filament Special Committee stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the Business Combination and the consideration payable thereunder is fair from a financial point of view to Filament shareholders. Maxim Group LLC is acting as exclusive financial advisor to Filament. Jon Conlin, Mike Stephens and Shanlee von Vegesack of Fasken Martineau DuMoulin LLP acting as Canadian legal advisors and Barry I. Grossman of Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor to Filament. Prentice Durbin and Jeff Sheremeta of Harper Grey LLP acting as Canadian legal advisors and Greenberg Traurig, LLP is acting as U.S. legal advisor to Jupiter.