HerdWhistle Technologies Inc. entered into a letter of intent to acquire Ronin Ventures Corp. (TSXV:RVC.P) in a reverse merger transaction for CAD 10.6 million on October 3, 2022..Upon closing of the Transaction, Ronin will issue: (i) five (5) common shares of Ronin for each one (1) common share of HWT; and (ii) for every one dollar of principal amount of convertible debentures issued and outstanding, six and one quarter (6.25) Payment Shares to a maximum of 3,125,000 Payment Shares. The parties anticipate a total of approximately 53,125,500 Payment Shares will be issued to the shareholders of HWT with a deemed issuance price of approximately $0.20 per Payment Share, representing a deemed valuation of HWT of approximately CAD 10,625,100.

The issuance of the aggregate total of 53,125,500 Payments Shares consists of 50,000,000 Payment Shares to the existing shareholders of HWT and up to 3,125,000 Payment Shares to be issued to the convertible debenture holders. Upon completion of the transaction, the combined entity (the ôResulting Issuerö) will continue the business of HWT as a Tier 2 ôtechnologyö issuer. Subject to Exchange approval, on completion of the Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of four directors.

The proposed directors and officers of the Resulting Issuer will include Adam Morand, Founder, CEO & Director, Farida Saifee, CFO, Glenn Warkentin, Corporate Secretary. It is anticipated that the Resulting Issuer will also appoint three additional directors, two of which will be independent directors. The Transaction is conditional upon, among other things receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange; completion of due diligence to the satisfaction of the parties; approval of the board of directors of each of Ronin and HWT, the signing of the Definitive Agreement; completion of all matters, approval of the transaction by the shareholders of HWT.