J.F. Biopharma Inc. entered into a Non Binding letter of intent to acquire Caplink Ventures Inc. (TSXV:CAPL.P) in a reverse merger transaction for CAD 14 million on May 14, 2024. Pursuant to the LOI, Caplink will issue 75,000,000 Caplink Shares to the former holders of JF Common Shares (which will result in the JF shareholders receiving approximately 7.278727 common shares of the Resulting Issuer in exchange for their JF Common Shares); b) Caplink will complete a non-brokered private placement of 15,000,000 units (the ?Units?) at CAD 0.20 per Unit for gross proceeds of at least CAD 3,000,000 (?Private Placement?). Each Unit will be comprised of one Caplink Share and one common share purchase warrant (?Caplink Warrant?).

Each Caplink Warrant will be exercisable for a period of one year and be exercisable to purchase one Caplink Share at a price of CAD 0.40 per share. The proceeds of the Private Placement will be used to continue the development of JF-104 for nicotine addiction, JF-106 for pulmonary fibrosis, and EYM-4 for opioid addiction, along with working capital. c) 400,000 of the Caplink incentive stock options shall be canceled; d) Subject to TSX approval, the Caplink Common Shares held in escrow shall be purchased and transferred to designees of JF, who are expected to be directors and officers of the Resulting Issuer.

It is anticipated that this will occur within 15 days of the signing of the Definitive Agreement regardless of whether the Transaction is completed or not; e) The management and board of directors of the Resulting Issuer will be comprised of three nominees from JF and one nominee from Caplink. The management and board of directors will be announced in further press releases; f) Caplink shall change its auditor to such audit firm as determined by JF in its sole discretion, subject to applicable regulatory requirements and securities laws; and g) Caplink will change its name to such name as determined by JF at its sole discretion, in compliance with applicable law, and as may be acceptable to the TSXV. Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Caplink and JF; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation, any required approvals of the shareholders of Caplink and JF, required approval of the TSXV and other approvals under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV's approval for listing the shares of the Resulting Issuer.