Sparq Systems Inc. entered into an agreement to acquire MJ Innovation Capital Corp. (TSXV:MSMJ.P) in a reverse merger transaction on June 10, 2021. On or immediately prior to the closing of the transaction, MJ Innovation Capital Corp.

or Sparq Systems Inc. may consolidate its outstanding share capital at a ratio as may be accepted by the relevant regulatory authorities and approved by MJ Innovation Capital Corp. and Sparq Systems Inc. It is expected that the Resulting Issuer will have approximately 82,444,752 Resulting Issuer Shares issued and outstanding on a non-diluted basis, of which (i) the current shareholders of MJ will hold 2,444,752 Resulting Issuer Shares representing approximately 2.9% of the issued and outstanding share capital of the Resulting Issuer; (ii) the former shareholders of SPARQ will hold approximately 60,000,000 Resulting Issuer Shares, representing approximately 72.8% of the issued and outstanding share capital of the Resulting Issuer; and (iii) purchasers of Subscription Receipts under the SPARQ Private Placement will hold 20,000,000 Resulting Issuer Shares representing approximately 24.3% of the issued and outstanding share capital of the Resulting Issuer. On December 22, 2021, SPARQ completed a private placement of 20,000,000 QT Subscription Receipts at a subscription price of CAD 0.50 per QT Subscription Receipt for gross proceeds of CAD 10 million.

On completion of the transaction, the current directors and officers of MJ Innovation Capital Corp. will resign and expected to join Praveen Jain, Nishith Goel, Ravi Sood and BaoJun (Robbie) Luo as Directors and Officers. Upon completion of the transaction, it is the intention of the parties that MJ Innovation Capital Corp.

will be renamed SPARQ Systems Corp. or such other name as may be determined by the parties and accepted by applicable regulatory authorities. The transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence reviews, negotiation and execution of transaction documentation, approval by both boards of directors, approval of SPARQ shareholders, obtaining necessary third party approvals, TSXV acceptance and the completion of the SPARQ Private Placement.

The MJ Shareholders approved the MJ Meeting Matters on August 4, 2021 and SPARQ's shareholders approved the Amalgamation on December 20, 2021.As of September 15, 2021, the transaction has been conditionally approved by the TSX Venture Exchange. Assuming all conditions are satisfied, closing of the transaction is expected to occur by the end of October 2021. As of December 23, 2021, Closing of the Transaction is expected to occur during the last week of December 2021.

MNP LLP acted as the auditor and TSX Trust Company acted as the registrar to MJ Innovation Capital.