NNZ Consulting Corp. signed a non-binding letter of intent to acquire Primary Energy Metals Inc. (CNSX:PRIM), in a reverse merger transaction, on July 3, 2019. NNZ Consulting Corp. entered into a comprehensive letter of intent to acquire Primary Energy Metals Inc. (CNSX:PRIM), in a reverse merger transaction, on July 8, 2019. As of July 11, 2019, Primary Energy Metals completed its initial due diligence review of NNZ. NNZ Consulting Corp. entered into a definitive agreement to acquire Primary Energy Metals Inc. (CNSX:PRIM), in a reverse merger transaction, on November 4, 2019. In consideration for the acquisition of NNZ, Primary Energy Metals Inc. proposes to issue 40 million common shares to the existing shareholders of NNZ Consulting Corp. A portion of the consideration shares may be subject to an escrow arrangement in accordance with the policies of the Canadian Securities Exchange. 14.96 million Consideration Shares issued in connection with the transactions will be subject to the terms of an escrow arrangement. The Consideration Shares will be release from the escrow agreement over a 36 month period, with 10% of the Consideration Shares released upon Closing, and a further 15% every 6 months thereafter.

Primary Energy Metals also proposes to issue 4 million common shares to certain third parties who assisted in introducing the transaction to Primary Energy Metals, as well as 0.8 million common shares to a contractor, as consideration for certain corporate finance advisory services provided to Primary Energy Metals. Primary Energy Metals is not expected to assume any long-term liabilities in connection with the transaction, but will assume responsibility for all ongoing obligations of NNZ. In connection with the completion of the transaction, Primary Energy Metals intends to undertake a non-brokered private placement through the offering of up to 11.67 million subscription receipts at a price of CAD 0.30 per receipt for gross proceeds of CAD 3.5 million. Primary Energy Metals intends to offer a credit facility to NNZ to finance the operating capital requirements of NNZ prior to completion of the transaction. It is expected that total advances under the facility will be limited to CAD 0.25 million. Upon completion of the transaction, Primary Energy Metals Inc. will focus its efforts on the existing business of NNZ, and will change its name to "Mota Ventures Corp." to reflect its activities in the South American cannabis sector. Following completion of the transaction, it is anticipated that Primary Energy Metals will continue to be listed on the Exchange, then under the name "Mota Ventures Corp.", and that its common shares will trade under the ticker symbol "MOTA".

In connection with the transaction, Chad Clelland has been appointed to the Board of Directors of Primary Energy Metals. No changes to the board of directors or management of Primary Energy Metals are anticipated in connection with the transaction. Completion of the transaction is subject to a number of conditions, including the completion of due diligence, negotiation of definitive agreements, availability of necessary financing, completion of private placement financing, the approval of the shareholders of the Primary Energy Metals and the approval of the Stock Exchange, Primary Energy Metals Inc. shall have changed its name to Mota Ventures Corp., or such other name as is acceptable to NNZ, NNZ having delivered to Primary Energy Metals its financial statements, both audited and unaudited as applicable, for the periods required pursuant to applicable regulatory policies and the Exchange, for inclusion in any disclosure document or other filing required by applicable regulatory authorities, the Board of Directors of NNZ shall have approved the transfer of NNZ Shares contemplated in this Agreement. Justin Kates of DuMoulin Black LLP acted as legal advisor for NNZ and its shareholders, Sam Cole of Cassels Brock & Blackwell LLP acted as legal advisor for Primary Energy Metals Inc.

NNZ Consulting Corp. completed the acquisition of Primary Energy Metals Inc. (CNSX:PRIM), in a reverse merger transaction on November 28, 2019. In connection with the acquisition, Primary Energy Metals completed the subscription receipt financing for gross proceeds of CAD 3,658,875 through the issuance of 12,196,249 subscription receipts at a price of CAD 0.30 per subscription receipt. Upon completion of the acquisition the directors and officers of the resulting issuer remained the same. The Directors of the resulting issuer are Joel Shacker, Patrick Morris, Chadwick Clelland and Sam Mithani, and the officers are namely, Joel Shacker as Chief Executive Officer and Szascha Lim as Chief Financial Officer and Corporate Secretary. Fiore Management & Advisory Corp. acted as financial advisor for Primary Energy Metals. Primary Energy Metals issued 800,000 shares at a price of CAD 0.30 per share to Fiore Management & Advisory Corp. for the services rendered.