On January 30, 2024, TUGA Innovations, Inc. closed the transaction. Each warrant entitles the holder to purchase one additional common share in the capital of the company at CAD 0.09 per share until January 30, 2026. Following closing of the Offering, Barbosa now holds approximately 59.95% of the total issued and outstanding shares of the company on an undiluted basis, or approximately 74.98% on a partially-diluted basis, inclusive of the exercise of all of Barbosa's, warrants and management performance warrants.

All securities to be issued under the offering will be subject to a four month and one day hold period, expiring on May 31, 2024, in accordance with applicable Canadian securities laws. Immediately prior to the Offering, Barbosa owned and/or had control over an aggregate of 5,955,992 shares, representing approximately 13.04% of the issued and outstanding shares of the company on an undiluted basis. In addition, Barbosa also owned and/or had control over 122,492 warrants, and 6,000,000 management performance warrants, representing approximately 23.31% of the total issued and outstanding shares of the Company on a partially-diluted basis.

Following completion of the Offering, Barbosa owns or has control or direction over, directly or indirectly, 59,455,992 shares, representing approximately 59.95% of the issued and outstanding shares of the company on an undiluted basis. Assuming exercise of 53,622,492 warrants and 6,000,000 management performance warrants, Barbosa would own or have control or direction over, directly or indirectly 119,078,484 shares of the company, representing approximately 74.98% of the issued and outstanding shares of the company on a partially-diluted basis, assuming that no further shares of the company have been issued. As a condition of his participation in the Offering, on January 30, 2024, Barbosa entered into an agreement with the company pursuant to which he will not be permitted to vote more than 19.9% of the outstanding shares of the company, until such time that the company has obtained shareholder approval for Barbosa to become a Control Person of the company, as that term is defined in the policies of the CSE, whether that consent be obtained by way of a consent resolution or at the next meeting of the shareholders at the latest.

The Units were acquired for investment purposes. Barbosa may acquire additional securities or dispose of securities of the Company in the future either on the open market, privately or otherwise depending on market conditions, reformulation of plans, other available investment and business opportunities and/or other relevant factors.