Cybeats Technologies Inc. entered into a non-binding letter of intent to acquire Pima Zinc Corp. (OTCPK:RAEW.F) in a reverse merger transaction on December 10, 2021. Cybeats Technologies Inc. entered into a non-binding letter of intent to acquire Pima Zinc Corp.

(OTCPK:RAEW.F) in a reverse merger transaction on August 11, 2022. As consideration for the Proposed Transaction, Pima Zinc Corp. will issue Cybeats an aggregate of 60 million common shares in the capital of Pima Zinc Corp.

As on November 1, 2022, Pima will now issue 60 million common shares and 10 million common share purchase warrants. Cybeats shall complete a non-brokered private placement financing by September 30, 2022 of up to: (i) a minimum of 14 million units (each, a "PP Unit") in the capital of Cybeats at a price of CAD 0.50 (the "Issue Price") per PP Unit for minimum gross proceeds of CAD 7 million, each PP Unit is comprised of one common share in the capital of Cybeats and one Cybeats Share purchase warrant (each, a "PP Warrant"); (ii) a minimum of 14 million subscription receipts (the "Subscription Receipts") in the capital of Cybeats at a price of CAD 0.50 per Subscription Receipt for minimum of gross proceeds of CAD 7 million, each Subscription Receipt entitles the holder thereof to receive, without payment of additional consideration, one PP Unit upon satisfaction of the escrow release condition; and (iii) any combination of (i) and (ii) which equals a minimum of CAD 7 million. Cybeats will pay a termination fee of CAD 0.05 million to Pima.

Pima will change its name to "Cybeats Technologies Inc." and will apply for a listing on the Canadian Securities Exchange. Following the completion of the Proposed Transaction, the parties anticipate that the current Board of Directors and management of Pima Zinc Corp. will resign and it is proposed the following persons will be appointed, in the capacities listed.

Yoav Raiter as Chief Executive Officer and Director, Josh Bald as Chief Financial Officer, Greg Falck as Director, Justin Leger as Director, Michael Minder as Director and Medhanie Tekeste as Director. The transaction is subject to entering into a definitive agreement and the approval of all regulatory, approval of Scryb shareholders, completion of financing, Each of the directors and officers of Pima shall have tendered their resignations, Pima Shares to be issued pursuant to the Amalgamation shall have been approved for listing on the CSE and other approvals. As of November 4, 2022, the proposed transaction is expected to close on or about November 11, 2022.

TSX Trust Company acted as depository to Pima Zinc. Irwin Lowy LLP acted as legal advisor to Prima Zinc.