Sol Cuisine Inc. entered into of a letter of intent to acquire Platform 9 Capital Corp. (TSXV:PN.P) in a reverse merger transaction on March 5, 2021. Sol Cuisine Inc. entered into a definitive business combination agreement to acquire Platform 9 Capital Corp. in a reverse merger transaction on April 14, 2021. In conjunction with, and prior to the closing of the proposed transaction, Sol Cuisine intends to complete a brokered private placement offering of subscription receipts of Sol Cuisine for gross proceeds of CAD 30 million led by Canaccord Genuity Corp. As of April 15, 2021, Sol Cuisine Inc. has completed its brokered private placement of 6,000,231 subscription receipts at a price of C$2.15 per Subscription Receipt. Sol Cuisine will raise gross proceeds of approximately C$15 million. For the purposes of the proposed transaction, the deemed value of each outstanding common share of Platform 9 will be approximately CAD 0.1327 (on a pre-consolidation basis). Pursuant to the Proposed transaction, it is currently intended that: (i) the outstanding common shares of Platform 9 will be consolidated at a consolidation ratio to be determined by the parties to the proposed transaction based on the price per Subscription Receipt of the Private Placement and (ii) the holders of Sol Cuisine Shares (including those investors in the Private Placement) will receive one (1) common share of the Resulting Issuer (on a post-Consolidation basis) in exchange for each outstanding Sol Cuisine Share. Following the completion of the Proposed Transaction, the securityholders of Sol Cuisine (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the resulting issuer. The share consolidation of shares of Platform 9 will take on basis of 16.2076 old shares for one (1) new share. As part of the business combination agreement combine company will change its name to “Sol Cuisine Ltd.” The directors and senior officers of the Resulting Issuer shall consist of: John Flanagan, Chief Executive Officer; David McLaren, Chief Financial Officer; Dror Balshine, President and Director; Jason Saltzman, Corporate Secretary; Ken Cross, Chief Marketing Officer; Sarah Cline, Vice President of Sales; Michael Presley, Vice-President Finance; Prashin Chaturverdi, Vice-President Supply Chain; Mike Fata, Chairman and Director; Mary Dalimonte, Director; John Travaglini, Director and Rajamohan Natarajan, Director.

Completion of the proposed transaction is subject to a number of conditions including, but not limited to: (a) completion of satisfactory due diligence; (b) execution of a definitive agreement; (c) receipt of regulatory approvals; (d) acceptance of the proposed transaction as Platform 9's Qualifying Transaction by the TSXV; (e) receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; (f) shareholders of Platform 9 approving certain matters ancillary to the Proposed Transaction, including the Consolidation, the appointment of new director nominees of Sol Cuisine and a change in name of Platform 9 to include “Sol Cuisine”, all subject to the completion of the proposed transaction. As of May 7, 2021, TSX Venture Exchange has conditionally approved the business combination. TSX Trust Company is acting as transfer agent of Platform 9 Capital. As of May 7, 2021, assuming all conditions are satisfied, Platform 9 and Sol Cuisine anticipate to close the transaction on or about May 19, 2021.

Sol Cuisine Inc. completed the acquisition of Platform 9 Capital Corp. (TSXV:PN.P) in a reverse merger transaction on May 19, 2021. Immediately prior to the closing of the Transaction, the Company consolidated its issued and outstanding common shares on a 16.2076:1 basis (the “Consolidation”) and changed its name from Platform 9 Capital Corp. to “Sol Cuisine Ltd.”. In connection with the transaction, the Company's Board of Directors has been reconstituted and is now comprised of the following individuals: Mike Fata (Chair), Dror Balshine, Mary Dalimonte, Beena Goldenberg and Lisa Swartzman. In addition, the Board has appointed John Flanagan as Chief Executive Officer, David McLaren as Chief Financial Officer, Dror Balshine as President, Ken Cross as Chief Marketing Officer, Sarah Cline as Vice President of Sales, Prashin Chaturvedi as Vice President Supply Chain and CI, Michael Presley as Vice President Finance and Jason Saltzman as Corporate Secretary. Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol “VEG” at the opening of markets on May 26, 2021. Gowling WLG (Canada) LLP acted as legal advisor to Sol Cuisine, WeirFoulds LLP acted as legal advisor to Platform 9 and Dentons Canada LLP acted as legal advisors to the Agents in connection with the Transaction.