Frame Holdings Inc. entered into a letter of intent to acquire Keon Capital Inc. (TSXV:KEON.H) for CAD 4 million in a reverse merger transaction on October 28, 2023. Frame Holdings Inc. entered into a business combination agreement to acquire Keon Capital Inc. in a reverse merger transaction on March 12, 2024. Under the terms of the transaction, Frame will receive one common share in the capital of Keon in exchange for each outstanding common share of Frame held by them, with Keon expected to issue an aggregate of approximately 40,000,000 Keon shares to the Frame shareholders under the Transaction. Keon is expected to conduct a 2.8:1 share consolidation of issued and outstanding Keon common shares and any shares issued to Frame shareholders under the transaction will be on a post-consolidation basis. In addition, Frame is expected to complete an equity financing having gross proceeds of no less than CAD 2 million through the issuance of Frame common shares to participating investors at a price of CAD 0.20 per share. The Resulting Issuer is expected to have the following directors and officers on closing of the Transaction: Conor Power - Chief Executive Officer and Director; Harry Nijjar - Chief Financial Officer and Corporate Secretary; Chris Naychuk - Chief Operating Officer; Kent Patenaude - Director; Chief Roy Whitney - Director; Nader Vatanchi - Director; and Ashish Misquith - Director.

Closing of the Transaction will be subject to a number of conditions, including completion of the Keon Share Consolidation, completion of the Frame Private Placement, regulatory approval, the exchange shall have accepted the issue of Keon Shares in connection with the listing on the Exchange of the Keon Shares to be issued in connection with the transaction, there will not have been exercised dissent rights under the BCBCA by Frame Shareholders with respect to more than five percent of the outstanding Frame Shares and approval of the amalgamation by the Frame shareholders and Keon shareholder. Michael Raven of Beadle Raven LLP acted as legal advisor to Keon Capital.