1250598 B.C. LTD. (“BC1250598”) entered into letter of intent to acquire Valencia Capital Inc. (TSXV:VAL.P) for CAD 6.6 million in a reverse merger transaction on December 7, 2020. As on July 7, 2021, parties signed the definitive agreement for the transaction. In a separate transaction, BC1250598 will acquire TERA BALKANIKA D.O.O. BEOGRAD – STARI GRAD (”Tera acquisition”). Prior to the share exchange, Valencia will complete a share consolidation on the basis of one (1) post consolidated common share for every 1.5 pre-consolidated common shares. Prior to the closing of the Proposed Transaction, BC1250598 will complete a non-brokered equity financing or financings for minimum aggregate gross proceeds of CAD 1,000,000 at a price of CAD 0.10 per common share and may raise further rounds at a price of not less than CAD 0.10 per common share. Concurrent with the closing of the Proposed Transaction, either BC1250598 or Valencia, or a combination of BC1250598 and Valencia, will complete a further equity financing or financings for minimum gross proceeds of CAD 1,500,000 at a price currently intended to be CAD 0.20 per share. Following the Consolidation there will be 7,589,267 Valencia Shares issued and outstanding which will be issued to the BC1250598 Shareholders upon completion. In connection with the Proposed Transaction, the Resulting Issuer will change its name to a name acceptable to BC1250598. On completion of the transaction, the directors, officers, and insiders of the Resulting Issuer are anticipated to be Alex Miškovic, who will also serve as Chief Executive Officer of the Resulting Issuer, and Alex Ilic, director, together the co-founders of Tera, Ryan Cheung will serve as the Chief Financial Officer, Kim Oishi as director and two independent directors will be appointed prior to the completion of the Proposed Transaction including one to be nominated by Valencia and one to be nominated by the co-founders of Tera. As of March 11, 2021, Ed Duda has resigned as Chief Financial Officer and Corporate Secretary of Valencia Capital but will remain on the board of directors through the completion of the transaction. Adam Garvin will be assuming the Chief Financial Officer and Corporate Secretary positions in Valencia Capital. The deal is subject to all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Proposed Transaction, including the Concurrent Financing, being obtained, the approval or consent by BC1250598 Shareholders as well as Valencia Shareholders to the Proposed Transaction, which has been obtained to the extent applicable, BC1250598 completing the Tera acquisition, Valencia completing the Name Change and Consolidation on the terms set forth above, the Private Placement and Concurrent Financing having been completed, the parties have been satisfied with the results of their respective due diligence reviews in connection with the Proposed Transaction, execution of escrow agreement, limitation of dissenters’ rights, the Exchange conditionally accepting the common shares of the Resulting Issuer for listing, subject to the Resulting Issuer fulfilling the listing requirements of the Exchange. Mouane Sengsavang of Buttonwood Law Corporation acted as the legal advisor to Valencia, and Desmond Balakrishnan of McMillan LLP acted as the legal advisor to 1250598 as part of the transaction.