Aveyo Life, Inc. entered into a binding letter of intent to acquire ICWHY Capital Ventures Inc. (TSXV: ICWY.P) in a reverse merger transaction for approximately CAD 12.4 million on March 9, 2023. The purchase price will be satisfied through the issuance of common shares in the capital of ICWHY at a price per consideration share to be determined in the context of the market. It is anticipated that any existing convertible securities of Aveyo will be cancelled or exercised prior to the closing of the acquisition. Pursuant to the LOI, ICWHY intends to acquire all of the issued and outstanding securities of Aveyo by way of three-cornered amalgamation or other acceptable means, pursuant to which Aveyo would amalgamate with a wholly-owned subsidiary of ICWHY, resulting in the amalgamated entity becoming a wholly-owned subsidiary of ICWHY on closing. It is anticipated that the Resulting Issuer will a Tier-2, Industrial issuer. Upon completion of the acquisition, the Resulting Issuer will continue to carry on the business of Aveyo as currently constituted.

Concurrently with the acquisition, subject to regulatory approval, Aveyo intends to complete a private placement such that the securities issued pursuant to the financing will represent not less than 20% of the issued and outstanding securities of the Resulting Issuer on a post-closing basis. In connection with the acquisition, it is anticipated that ICWHY will, among other things: (i) change its name to a name acceptable to Aveyo; (ii) reconstitute the existing directors and officers of ICWHY with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the Aveyo team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties. Upon completion of the acquisition, it is anticipated that the Board of Directors and management of the Resulting Issuer will be reconstituted following the closing of the acquisition. Closing of the acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the definitive agreement, the completion of the private placement, receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the TSX Venture Exchange and satisfaction of other customary closing conditions