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 fficerO 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.

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. 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 Osler, Hoskin & Harcourt LLP is acting as legal counsel to Loop. Moneta Partners is acting as financial advisor and Gowling WLG is acting as legal counsel to H2P.