SynOsteo, Inc signed a letter of intent to acquire Tup Capital Inc. (TSXV:TUP.P) for CAD 10.5 million in a reverse merger transaction on May 15, 2023. On closing of the Transaction (the "Closing"), it is expected that TUP (being, following the Closing, the "Resulting Issuer") will be listed as a Tier 2 Technology Issuer on the Exchange, and its business will be that of Orthoforge. Upon completion of the Transaction, Orthoforge will become a wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will change its name to "Orthoforge Inc." or such other name as may be determined by TUP and Orthoforge (the "Name Change"), and will continue with the business of Orthoforge. Prior to the Closing, TUP is expected to undertake a concurrent financing for aggregate gross proceeds of up to CAD 3,400,000 (the "Concurrent Financing"), or such other amount as may be determined by the parties, on terms to be determined in the context of the market. At the Closing, it is anticipated that all current officers of TUP, other than Paul Barbeau, will resign and that the board of directors of the Resulting Issuer will consist of at least five directors, one of whom will be nominated by TUP, two of whom are expected to be nominees of Orthoforge, and two of whom will be mutually agreed upon by the parties. Biographies and titles of the proposed new directors and officers of the Resulting Issuer are set out as; Brent Nowak Chief Executive Officer and Director, Erik Hall Chief Operating Officer and Director, Paul Barbeau - Chief Technology Officer and Corporate Secretary, Michael Labiak Independent Director, Dave Pfeiffer Independent Director and J. Michael Magnus Independent Director.

Completion of the transaction will be subject to various conditions, including: the parties entering into a definitive agreement with respect to the transaction; the parties obtaining all required directors', shareholders', regulatory and third-party consents for the Transaction, including the conditional approval of the Exchange; completion of the Concurrent Financing (as defined below); and compliance with applicable listing requirements of the Exchange. No finder's fees are expected to be paid in connection with the transaction.