Toro beverages Inc. entered into a letter of intent to acquire First Tidal Acquisition Corp. (TSXV:AAA.P) in a reverse merger transaction on December 10, 2021. Toro beverages Inc. entered into a definitive amalgamation agreement to acquire First Tidal Acquisition Corp. in a reverse merger transaction on March 29, 2022. First Tidal Acquisition Corp. (First). Each holder of Class A shares in capital of Toro will receive one common share in capital of Resulting Issuer. All outstanding convertible securities of Toro will be exchanged or replaced with convertible securities of Resulting Issuer on a one-to-one basis and on economic terms and conditions. Upon completion, combined entity (Resulting Issuer) will continue business of Toro. Subject to Exchange approval, on completion, it is currently anticipated that board of directors of Resulting Issuer will consist of five directors. On completion of the Qualifying Transaction, the current First Tidal Shareholders will hold an aggregate of approximately 4,000,000 First Tidal Consolidated Shares, representing approximately 10.74% of the First Tidal Consolidated Shares. The current shareholders of Toro (the “Toro Shareholders”) will hold an aggregate of 33,245,034 First Tidal Consolidated Shares, representing approximately 89.26% First Tidal Consolidated Shares, which includes investors in the Toro Private Placement (as defined below) and the Toro Unit Private Placement (as defined below) who are expected to hold an aggregate of approximately 10,714,286 First Tidal Consolidated Shares, representing approximately 28.77% of the First Tidal Consolidated Shares, and the remaining Toro Shareholders (on a post-Toro Split basis) who are expected to hold an aggregate of 22,530,748 First Tidal Consolidated Shares, representing approximately 60.49% of the First Tidal Consolidated Shares (for deemed consideration per Toro Share of CAD 0.35, for an aggregate deemed consideration paid of CAD 7.9 million.

Transaction is Subject to execution of a definitive agreement, Toro completing a private placement financing of subscription receipts at a price of CAD 0.50 per Subscription Receipt, each of which will, prior to effective time of Transaction, automatically convert into one Toro Share and one-half of one Toro Share purchase warrant with each Financing Warrant exercisable into one additional Toro Share at an exercise price of CAD 0.75, for no additional consideration upon satisfaction of certain escrow release conditions, including the conditional approval of the Exchange, all necessary regulatory and third-party consents, approvals and authorizations as may be required and satisfaction or waiver of all of the conditions precedent to Transaction as set out in Definitive Agreement (the “Concurrent Financing”), to raise a minimum of gross proceeds of CAD 3,500,000 and a maximum gross proceeds of CAD 5,000,000, to be completed within thirty days of receiving conditional approval of Transaction by Exchange, approval of the board of directors of each of First and Toro, completion by First of a consolidation of First securities on a 3 for 1 basis, effective immediately prior to the closing, completion by Toro of a split of Toro securities on a 2 for 1 basis, effective prior to closing of Concurrent Financing and Transaction, approval of shareholders of Toro and completion of due diligence. First is not required to obtain shareholder approval for proposed Transaction.