H2 Portable Power Corp Inc. entered into an amalgamation agreement to acquire Loop Energy Inc. (TSX:LPEN) in a reverse merger transaction on February 9, 2024. Loop will acquire all of the issued and outstanding common shares of H2P (the ?H2P Shares?), and H2P shareholders will receive common shares of Loop (the ?Combined Entity Shares?). This transaction (the ?Transaction?) will constitute a backdoor listing of H2P (the ?Listing?) under Toronto Stock Exchange (?TSX?) policies. Led by Chief Executive Officer Scott Mason (TYCROP), the Combined Entity?s directors at closing are also to include Gary Teichrob (TYCROP), Ken Hallat, Greg Bay and Jim Barton. In conjunction with the signing of the Amalgamation, Ben Nyland has resigned as President and Chief Executive Officer of Loop. Paul Cataford has been appointed interim Chief Executive Officer and Daryl Musselman has been appointed Interim Chief Financial Officer and Chief Operating Officer of Loop. Cataford will remain Corporate Secretary and Director and Nyland will remain a Director of Loop. The Transaction will be carried out by way of the Amalgamation under the Business Corporations Act (British Columbia). Following the completion of a share consolidation (the ?Consolidation?) and closing of the Transaction and the Concurrent Financing, existing shareholders of Loop will own approximately 9.0-9.6% of the Combined Entity Shares and existing shareholders of H2P will own approximately 60.5-62.0% of the Combined Entity Shares on a fully diluted basis. Investors in the Concurrent Financing are expected to own 28.4-30.5% of the Combined Entity Shares on a fully diluted basis. Concurrent with the Transaction, H2P plans to raise approximately CAD 15.0 million in equity in a brokered private placement (the ?Concurrent Financing?) of subscription receipts (the ?Subscription Receipts?) which will provide growth capital and stability to the Combined Entity upon closing of the Transaction. Additionally, H2P has agreed to provide Loop CAD 2 million in funding in February through the purchase of CAD 0.5 million of certain fixed assets and inventory of Loop and a further CAD 1.5 million in the form of either a bridge loan or further asset purchase. If the agreement is terminated by Loop it is required to pay termination fee of CAD 0.3 million to H2P and if the agreement is terminated by H2P, it is required to pay Loop a termination fee of CAD 0.3 million.

The Transaction is subject to receipt of approval of holders of common shares of Loop, other conditions to completion of the Transaction include: (a) approval of the Amalgamation by H2P shareholders; (b) approval of the TSX to the Listing; (c) approval of the Minister responsible for Pacific Economic Development Canada; (d) there being no material adverse changes in respect of either Loop or H2P; and, (e) other standard conditions of closing for a transaction of this nature. Pursuant to the Amalgamation Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction in April 2024. H2P unanimously has approved the transaction. After consultation with its financial and legal advisors, the board of directors of Loop unanimously approved the entering into of the Amalgamation Agreement.

Raymond James Ltd. is acting as financial advisor and fairness opinion provider and Frank Turner and Justin Sherman of Osler, Hoskin & Harcourt LLP are acting as legal counsels to Loop. Moneta Partners is acting as financial advisor and Brett Kagetsu and Aimee Halfyard of Gowling WLG are acting as legal counsels to H2P.

H2 Portable Power Corp Inc. cancelled the acquisition of Loop Energy Inc. (TSX:LPEN) in a reverse merger transaction on April 26, 2024. Loop Energy's ability to solicit and consider alternative bids in the Amalgamation Agreement (the ?Amalgamation Agreement?) between Loop, H2 Portable Power Corp. (?H2P?) and 1465123 B.C. Ltd. dated February 9, 2024 have been waived by H2P allowing the Company to reach out to and consider alternative bids from new counterparties without consequences.