Interfield Software Solutions LLC entered into a non-binding letter of intent to acquire Highbury Projects Inc. (TSXV:HPI) in a reverse merger transaction for CAD 87.5 million on March 2, 2022. Interfield Software Solutions LLC entered into a binding share exchange agreement to acquire Highbury Projects Inc. on August 25, 2022. Pursuant to the letter of intent, Highbury Projects and Interfield will enter into a business combination by way of a share exchange, three-corner amalgamation, merger, amalgamation, arrangement or other similar form of transaction, which will result in Interfield and all of its subsidiaries and affiliates becoming directly or indirectly wholly-owned subsidiaries of Highbury Projects, which upon completion of the transaction, will be referred to as the Resulting Issuer. Pursuant to the agreement, Highbury will issue 250 million Highbury Shares in exchange for 1,137,084 ordinary shares of Interfield. In accordance with the terms and conditions of the agreement, concurrent with the closing of the transaction, Highbury will effect a share split on the basis of 3.44 post-Split Highbury shares for every pre-Split Highbury Share. In addition, immediately after the closing date, the Resulting Issuer will effect a share consolidation on the basis of 2.86 pre-Consolidation Resulting Issuer Shares for each post-Consolidation Resulting Issuer Share. The transaction will therefore result in a reverse take-over of Highbury Projects by Interfield whereby the existing shareholders of Interfield will own a majority of the outstanding common shares of Highbury Projects. As at the closing of the transaction, the aggregate value of all issued and outstanding common shares of Highbury and Interfield shall represent in aggregate 12.5% and 87.5%, respectively, of the issued and outstanding common shares of the Resulting Issuer. The existing shareholders of Interfield will own a majority of the outstanding common shares of the combined company. Upon completion of the Transaction, the Interfield warrants will be exchanged and replaced with common share purchase warrants of the Resulting Issuer adjusted as appropriate with respect to the exercise price and number of common shares that may be acquired. In conjunction with, or prior to the closing of the transaction, Highbury intends to complete a brokered private placement to raise gross proceeds of up to CAD 2.5 million, the net proceeds of which are intended to be used for ongoing operations, working capital, and general corporate purposes. Upon completion of the transaction, the “Resulting Issuer” will change its name to “Interfield Solutions (Holdings) Ltd.” or such other name as determined by Interfield and acceptable to the NEO.

It is the intention of the parties that the completion of the transaction will occur on the NEO Exchange (“NEO”) and that the Resulting Issuer will be listed on the NEO subject to meeting the applicable listing requirements and receiving final approval for listing from NEO. Concurrent with the completion of the transaction on the NEO, the parties intend to file an application with the TSX Venture Exchange (“TSX-V”) to delist its common shares and apply for the Resulting Issuer to be listed onto the NEO. Upon completion of the transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of no fewer than 4 and no more than 6 members to be determined by Interfield. Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of seven nominees: Harold Hemmerich, Steele Hemmerich, Edward Farrauto, Crae Garrett, Jeffrey Parsons, Sophia Shane and Mark Sarssam. The constitution of the Resulting Issuer's senior management is anticipated to include: Harold Hemmerich as Chief Executive Officer and Director, Steele Hemmerich as President, Danny Lee as Chief Financial Officer & Corporate Secretary, Dain Hemmerich as Chief Operating Officer, Saagar Laxman as Chief Technology Officer, and Danny Lee as Chief Financial Officer & Corporate Secretary.

The completion of the transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the definitive agreement respecting the transaction, and accompanying transaction documents, approval by the boards of directors of each of Highbury and Interfield, approval of the shareholders of Interfield (if necessary), approval of the shareholders of Highbury at a special meeting of the shareholders of Highbury to be held no later than April 30, 2022, obtaining necessary third party approvals, TSX-V acceptance, closing of the private placement, listing of shares on the exchange. As of January 4, 2023, the Company has obtained conditional approval to list the common shares of the Resulting Issuer on the NEO Exchange. As of February 10, 2023, in advance of closing the Transaction, the Company has received approvals from both the TSX Venture Exchange and the NEO Exchange Inc, respectively, to effect a technical migration of the common shares of the Company from the TSXV to the NEO. As such, the Shares will be delisted from the TSXV as of the close of business on February 13, 2023 and the Shares will be listed on the NEO for markets open on February 14, 2023. As of August 31, 2022, the transaction is expected to close on October 14, 2022. Computershare Trust Company of Canada acted as the transfer agent and registrar to Highbury. Raj Dewan of McMillan LLP acted as legal advisor to Interfield.