1288273 B.C. Ltd. entered into an share exchange agreement to acquire Draft Label Technologies Inc. from Victory Square Technologies Inc. (CNSX:VST) on September 28, 2022. The LOI was entered into on June 23, 2022. 1288273 B.C. Ltd. will acquire all of the equity interests of Draft Label and the shareholders of Draft Label will receive shares of AcquisitionCo in exchange for their holdings in Draft Label.

The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, including but not limited to: (i) the receipt of the conditional approval of the Canadian Securities Exchange for the listing of the common shares in the capital of AcquisitionCo following the completion of the Proposed Transaction on the Exchange; (ii) AcquisitionCo having cash of not less than $2,400,000 (less its expenses in connection with consummation of the Proposed Transaction, up to an aggregate amount of $250,000); and (iii) the receipt of all other requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange. After completion of the Proposed Transaction and AcquisitionCo will be renamed to such name as mutually agreed to by the Company, Draft Label and AcquisitionCo. The Transaction is expected to be completed no later than March 31, 2023.