Kobo Resources Inc. signed a binding letter agreement to acquire Meteorite Capital Inc. (TSXV:MTR.P) for CAD 14.2 million in a reverse merger transaction on November 1, 2022. Kobo Resources Inc. entered into definitive amalgamation agreement to acquire Meteorite Capital Inc. in a reverse merger transaction on February 10, 2023. Under the terms of the transaction, Meteorite will acquire all of the issued and outstanding common shares of Kobo in exchange for common shares of Meteorite. It is anticipated that a private placement with aggregated gross proceeds of no less than CAD 3 million will be undertaken by Kobo. Amalgamation, all of the issued and outstanding common shares of Meteorite will be consolidated on a five to one basis (the “Meteorite Share Consolidation”). As a result of the Amalgamation, the securityholders of Kobo will become securityholders of Meteorite (which will be renamed “Kobo Resources Inc.” or such other name as is agreed to by Kobo and Meteorite) (such corporation referred to herein as the “Resulting Issuer”). The Agent understand that pursuant to the Reverse Take-Over, among other things; (i) Meteorite Subco will amalgamate with Kobo pursuant to the Amalgamation Agreement; (ii) Meteorite will reconstitute its board of directors and officers to be comprised of the nominees of Kobo; and (iii) pursuant to the Amalgamation Agreement, the Kobo Common Shares, Kobo Warrants and other securities of Kobo will be exchanged for equivalent securities of the Resulting Issuer at an exchange ratio of one (1) security of the Resulting Issuer for each one (1) security of Kobo (the “Exchange Ratio”) and the exercise price of securities exercisable to acquire Resulting Issuer Shares shall be adjusted having regard to the Exchange Ratio. Pursuant to the Amalgamation: (i) the Kobo Common Shares to be issued upon conversion of the Subscription Receipts will be exchanged for, without payment of any additional consideration and without any further action on the part of the holder thereof, such number of Resulting Issuer Shares (as hereinafter defined) as is equal to the product of (x) the number of Kobo Common Shares held by each such holder and (y) the Exchange Ratio; and (ii) the Kobo Warrants to be issued upon conversion of the Subscription Receipts will be exchanged for such number of Resulting Issuer Warrants (as hereinafter defined) as is equal to the product of (x) the number of Kobo Warrants held by each such holder and (y) the Exchange Ratio and, consequently, each Subscription Receipt will entitle its holder to receive one Resulting Issuer Share and one-half of one Resulting Issuer Warrant. Upon completion of the transaction and the private placements, it is expected that the Resulting Issuer will have approximately 76,928,349 common shares issued and outstanding, of which current shareholders of Meteorite will hold 1,413,000 shares representing approximately 1.84%, former shareholders of Kobo will hold 54,195,999 shares representing approximately 73.85% and purchasers under the private placement will hold 17,000,000 shares representing approximately 24.32%. An aggregate of 56,809,749 Corporation Shares (post-Consolidation) will be issued as consideration.

Prior to the completion of the transaction, Meteorite will file articles of amendment to effect a name change to a name chosen by Kobo and to consolidate its shares. Post completion of the agreement, KOBO Resources Inc. will change its name to Ressources KOBO Inc. or such other name as may be agreed upon by the Parties. Upon completion of transaction, all of the officers and three of the four Meteorite Directors will resign and be replaced by nominees of Kobo. The names currently proposed to be the directors and officers of the Resulting Issuer are: Edouard Gosselin – Director, Chief Executive Officer and Corporate Secretary; Paul Sarjeant – Director, President and Chief Operating Officer; Frank Ricciuti - Director; Patrick Gagnon – Director, Independent; Jeff Hussey – Director, Independent; Gilles Couture – Chief Financial Officer; and Charles R. Spector – Director. The transaction is subject to completion of mutually satisfactory due diligence; Meteorite and Kobo entering into a definitive agreement; completion of the Private Placement II; and Kobo shareholders and regulatory approvals. As of February 27, 2023, Meteorite and Kobo have completed their previously announced brokered private placement of subscription receipts. Since the transaction is an arm's length transaction, Meteorite is not required to obtain shareholder approval for the transaction, however, it will be required to obtain shareholders approval for the Name Change and the Consolidation. The special meeting of shareholders of Meteorite Capital Inc. to be held on February 7, 2023, to approve the various corporate matters connected to the transaction. As of February 18, 2023, Kobo Shareholders approved the Amalgamation by written resolution. As of March 16, 2023, the Exchange conditionally approved the Listing of the Resulting Issuer Common Shares, including those to be issued pursuant to the Amalgamation to the former Kobo Shareholders. As of March 24, 2023, the transaction has received conditional approval from the TSX Venture Exchange (“TSXV”) on March 16, 2023. The transaction is expected to be completed on or about December 15, 2022. As of March 2, 2023, the transaction is expected to be completed on February 24, 2023. As of March 3, 2023, the transaction is expected to be completed on March 31, 2023. As of March 24, 2023, closing of the transaction is expected to occur on or about March 29, 2023.

Philippe Leclerc of McCarthy Tétrault LLP acted as legal advisor to Kobo and Charles Spector and Bryan Fuchs of Dentons Canada LLP acted as legal advisor to Meteorite. BDO Canada LLP acted as accountant to Kobo while MNP LLP acted as accountant to Meteorite.

Kobo Resources Inc. completed the acquisition of Meteorite Capital Inc. (TSXV:MTR.P) in a reverse merger transaction on March 29, 2023. Trading in the common shares of merged entity is expected to commence on the TSXV on or about March 31, 2023 under the symbol “KRI”.