Purpose ESG Holdings Inc. entered into a letter of intent to acquire Lida Resources Inc. (CNSX:LIDA) in a reverse merger transaction for CAD 6.1 million on March 4, 2022. It is expected that on the closing of the proposed transaction Lida will issue pro rata to the existing shareholders of ESG Holdings up to 16,100,000 common shares (the “Payment Shares”) as consideration for 100% of the issued and outstanding common shares of ESG Holdings. It is expected that prior to the Closing Date, ESG Holdings will undertake a private placement offering of up to 8,000,000 common shares of ESG Holdings issued at a price of CAD 0.25 per ESG Holdings share for gross proceeds of CAD 2,000,000. Post completion the former shareholders of ESG Holdings will hold 16,100,000 Resulting Issuer shares (85.32%) and current shareholders of Lida will hold 2,769,155 Resulting Issuer shares (14.68%). Upon completion of the Proposed Transaction the Resulting Issuer will continue to carry on the business of ESG Holdings as currently constituted. In connection with the Proposed Transaction, the Resulting Issuer will apply to list its common shares on the CSE.

The parties also anticipate that in conjunction with and upon closing of the proposed transaction, the board of directors of the Resulting Issuer shall initially consist of three directors, all of whom will be nominated by ESG Holdings in consultation with Lida. It is currently anticipated that ESG Holdings will nominate the following Directors and Officers: Anthony Zelen as Director, Steven Landry as Director, Meetul Patel as CFO and Young Bann as CEO. All other current directors and officers of Lida shall resign at or prior to the closing of the proposed transaction. Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, CSE approval, and shareholder approval if required pursuant to CSE, securities regulatory or corporate law requirements. In addition, completion of the proposed transaction is subject to certain standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of Lida and ESG Holdings, execution of the definitive agreement.