Launchtrip Technologies Inc. entered into a binding letter of intent to acquire Shellron Capital Ltd. (TSXV : SHLL.P) in a reverse merger transaction on July 26, 2022. Launchtrip which will result in Shellron acquiring all of the issued and outstanding securities of Launchtrip in exchange for the issuance of securities of Shellron on a one-for-one (1:1) basis, subject to adjustments as may be agreed between Shellron and Launchtrip. Securityholders of Launchtrip will acquire a majority of the voting securities of the entity resulting from such transaction. Upon completion of the Proposed Transaction, it is anticipated that the Board of Directors of the Resulting Issuer will consist of five nominees: Julian Ing, the current Chief Executive Officer of Launchtrip, Robin Beynon, Aleem Nathwani, Robert Giustra and one additional nominee of Launchtrip. It is anticipated that the senior management of the Resulting Issuer will be as follows: Julian Ing as Chief Executive Officer, Andrew Yau as Chief Financial Officer and Leah Dionne as Corporate Secretary.

The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, including but not limited to: the completion of an offering of convertible, unsecured debentures of Launchtrip for gross proceeds of a minimum of CAD 500,000 (the “Debenture Offering”); the completion of a concurrent financing on terms sufficient to meet the applicable listing requirements of the Exchange (the “Concurrent Financing”); the proposed board of directors and management of the Resulting Issuer being acceptable to the Exchange and each of Shellron and Launchtrip; the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange; approval of shareholders of Shellron, approval of shareholders of Launchtrip and certain other conditions as may be agreed between Shellron and Launchtrip. The transaction is expected to close no later than January 31, 2023.

Launchtrip Technologies Inc. cancelled the acquisition of Shellron Capital Ltd. (TSXV : SHLL.P) in a reverse merger transaction on March 24, 2023. As a part of termination of the transaction, the loan is interest free and is repayable within seven days of the termination of the proposed qualifying transaction.