Liquid Meta Capital Holdings Ltd. entered into a letter of intent to acquire 1287413 B.C. Ltd. on August 18, 2021. Liquid Meta Capital Holdings Ltd. entered into definitive amalgamation agreement to acquire 1287413 B.C. Ltd. on November 30, 2021. The Amalgamation Agreement provides for, among other things, an amalgamation pursuant to which, among other things: (a) Liquid Meta will amalgamate with the Company under the Business Corporations Act (British Columbia) (the “Amalgamation”) to form the Resulting Issuer; (b) all of the post-Share Split common shares of Liquid Meta (each, a “Liquid Meta Share”) outstanding immediately prior to the Amalgamation will be cancelled and exchanged for common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) on the basis of one (1) post-Share Split Liquid Meta Share for one (1) Resulting Issuer Share; and (c) all of the post-Consolidation (as defined below) common shares of the Company (each, a “413 Share”) outstanding immediately prior to the Amalgamation will be cancelled and exchanged for Resulting Issuer Shares on the basis of one (1) post-Consolidation 413 Share for one (1) Resulting Issuer Share. After giving effect to the Reverse Takeover, the Resulting Issuer will conduct the business of Liquid Meta going-forward. The Reverse Takeover will be an arm’s length transaction and no finder’s fees are payable in connection with the Reverse Takeover. Prior to or on completion of the Amalgamation (the “Effective Time”), it is intended that: (i) the outstanding 413 Shares will be consolidated (the “Consolidation”) on the basis of one (1) post-Consolidation 413 Share for each 4.7540 pre-Consolidation 413 Shares, and (ii) the Liquid Meta Shares will be subdivided (the “Share Split”) on the basis of one (1) Liquid Meta Share for every 2.5858 post-Share Split Liquid Meta Shares. Resulting issuer will be named “Liquid Meta Capital Holdings Ltd.” and the common shares of the Resulting Issuer to be listed on the NEO Exchange. Sets forth general terms, upon which 1287413 B.C. and Liquid Meta will combine their business operations. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive transaction documents expected to be executed in the short term. The resulting issuer will carry on the business currently carried on by Liquid Meta. Prior to the completion of the Transaction, it is expected that the 1287413 B.C. Ltd. and Liquid Meta Capital Holdings Ltd. will complete a private placement. Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, receiving all required shareholder, acceptance by the Exchange and receipt of other applicable regulatory approvals; completion of the Offering; receipt of the requisite approvals of the shareholders of 413 (the “413 Shareholders”) with respect to the Amalgamation and the Consolidation; receipt of the requisite approvals of the shareholders of Liquid Meta with respect to the Amalgamation and the Share Split; no adverse material change in the business, affairs, financial condition or operations of Liquid Meta or the Company having occurred between the date of entering into the Amalgamation Agreement and the closing date of the Reverse Takeover; and dissent rights shall have been exercised in respect of no more than 5% of the issued and outstanding Liquid Meta Shares and other approvals. The transaction is also subject to completion of due diligence by both parties. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all. Liquid Meta Capital Holdings Ltd. completed the acquisition of 1287413 B.C. Ltd. on December 17, 2021. The Company has also received approval for the listing of the Resulting Issuer Shareson the NEO Exchange Inc. under the ticker symbol “LIQD”, with trading to commence at market open on or about December 22, 2021.