NEXE Innovations Inc. (“NEXE”) entered into a letter of intent to acquire Whatcom Capital Corp. (TSXV:WHAT.P) for CAD 16.2 million in a reverse merger transaction on July 28, 2020. As of August 11, 2020, NEXE entered into definitive agreement to acquire Whatcom Capital Corp. in a reverse merger transaction. Under the terms of the transaction, Whatcom will issue its common shares in exchange for all of the issued and outstanding common shares of NEXE. Each holder of NEXE common shares will receive one common share of the combined entity (the “Resulting Issuer”), each holder of NEXE Class A Preferred Shares, Series A will receive one Resulting Issuer Share for each Series A Share held, each holder of NEXE Class A Preferred Shares, Series A Preferred will receive one Resulting Issuer Share for each Series A Preferred Share held, and each holder of NEXE Class A Preferred Shares, Series 1 will receive one and one-half Resulting Issuer Shares for each Series 1 Share held. All outstanding convertible securities of NEXE, including NEXE common share purchase warrants and NEXE stock options will be exchanged or replaced with convertible securities of the Resulting Issuer based on a one-to-one basis and on the same economic terms and conditions as previously issued. A total of 43,283,035 Resulting Issuer Shares were issued to the NEXE Shareholders. As of September 30, 2020, NEXE completed the private placement for gross proceeds of CAD 9.15 million. As of November 27, 2020 NEXE has increased the previously disclosed non-brokered private placement financing at a price of CAD 0.80 per Unit for total proceeds of CAD 4,500,000. Upon completion of the transaction, Whatcom Capital will change its name to "NEXE Innovations Inc.", or such other name as the parties may reasonably agree upon. Resulting Issuer will continue the business of NEXE as a “technology” issuer. The Board of Directors of the Resulting Issuer will consist of five Directors. It is anticipated that the Resulting Issuer will also appoint two additional independent Directors. Upon completion, Darren Footz will serve as Chief Executive Officer and Director, Raj Kang will serve as Chief Financial Officer and Corporate Secretary, Ashvani Guglani will serve as Vice-President Finance and Director, Steve Lockhart will serve as Chief Operating Officer, Haytham Hodaly as Director, Killian Ruby as Director and Graham Gilley as Director of the Resulting Issuer.

The Transaction is subject to all necessary regulatory approvals including approval of TSX Venture Exchange, third-party consents, completion of due diligence, approval of the Board of Directors of each of Whatcom and NEXE, execution of a definitive agreement, approval of shareholders of NEXE, NEXE completing on a brokered private placement, each of the parties required by the exchange shall have entered into an escrow agreement and completion by Whatcom of a consolidation of the Whatcom securities on a 2.5 for 1 basis, effective immediately prior to the closing of the transaction and dissent rights shall not have been exercised with respect to the Amalgamation by Nexe Shareholders which will in the aggregate represent 5% or more of the Nexe Shares outstanding on the record date for the Nexe Meeting and at the time of the closing of the Amalgamation, each of the current directors and officers of Whatcom shall have resigned. As on December 3, 2020, the transaction is approved by the TSX Venture Exchange. The transaction is not required to obtain shareholder approval of Whatcom Capital. Nick Ayling of AFG Law LLP acted as legal advisor for Whatcom and Charles C. Hethey of O'Neill Law LLP acted as legal advisor for O'Neill Law LLP. TSX Trust acted as Transfer Agent for Whatcom.