Megawattage LLC entered into a binding letter of intent to acquire UpStart Investments Inc. (TSXV:UPT.P) for CAD 3.4 million in a reverse merger transaction on May 21, 2024. As of the date hereof, Megawattage has one hundred (100) membership units outstanding. Pursuant to the LOI, the parties intend that each membership unit will be exchanged for 562,759.62 common shares of the Resulting Issuer.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.