Turkey Hill Sugarbush Ltd. (THS) entered into a non-binding letter of intent to acquire Toronto Cleantech Capital Inc. (TSXV:YAY.P) for CAD 4.7 million in a reverse merger transaction on May 8, 2023. Turkey Hill Sugarbush Ltd. (THS) entered into a definitive business combination agreement to acquire Toronto Cleantech Capital Inc. in a reverse merger transaction on September 8, 2023. Under the proposed reverse takeover, Toronto Cleantech Capital Inc. (TCC) will acquire all of the issued and outstanding shares of a newly incorporated corporation (?NewCo.?), following the acquisition by NewCo. of all of the business and assets of THS in consideration for the issuance of common shares TCC. The existing shareholders of THS will receive such number of common shares of TCC equal to the value of, and in exchange for, the common shares of THS held by such shareholder, which is expected to be 2.2.874301858 TCC Shares for every 1 THS Share. Pursuant to the business combination agreement, THS Class A Unitholders will be issues 25,675,100 TCC Shares (the ?Consideration Shares?) in exchange for the THS Class A Units. Upon completion of the transaction, TCC expects to change its name to ?Turkey Hill Sugarbush Ltd.? or such other name as may be approved by THS. As of April 15, 2024, TCC will change its name to ?THS Maple Holdings Ltd?. The resulting issuer will carry on its operation as a leader in the Maple Syrup Industry. On June 7, 2023, TCC entered into a definitive loan agreement with THS, pursuant to which TCC will lend a sum of CAD 250,000 to THS, on June 22, 2023. On January 9, 2024, TCC entered into a new definitive loan agreement with THS which replaces a previous agreement signed on June 7, 2023 that was not completed and funded. pursuant to which TCC will lend a sum of CAD 250,000 to THS on Jan 16, 2024. The board and management of the Resulting Issuer shall be comprised of David Beutel - Director, Chair; Eric Beutel - Director; Ian Anderson - Director; David Bell - Director; and Tom Zaffis - Chief Executive Officer.

The transaction is subject to the parties successfully entering into a definitive agreement in respect of the transaction by August 15, 2023. The transaction is also subject to the completion of a concurrent financing of subscription receipts to raise minimum aggregate gross proceeds of CAD 4.2 million, NewCo owning or holding all intellectual property assets necessary for the operation of the business of THS as it is currently conducted and contemplated, customary due diligence, the TSXV Escrow Agreement shall have been entered into, the resignation and mutual releases of each of the directors and officers of TCC, as directed by THS LP, shall have been tendered, compliance with all applicable regulatory requirements and receipt of all necessary regulatory approvals including approval of TSX Venture Exchange, corporate, third-party, approval of board of directors of THS and TCC and shareholder approvals being obtained. On April 17, 2024, TCC received conditional approval from the TSXV in respect of the transaction. On closing of the offering, the proceeds of the Offering will be held in escrow pursuant to a subscription receipt agreement. Proceeds of the offering will be used to restructure the Resulting Issuer?s balance sheet, including the discharge of a royalty obligation as well as to fund operations and expand its distribution partners and channels domestically and internationally. TSX Trust Company acted as transfer agent and registrar to TCC.