Vaultex Pte. Ltd. entered into a letter of intent to acquire Meraki Acquisition One, Inc. (TSXV:MRKI.P) (company) in a reverse merger transaction on April 7, 2022. Vaultex Pte. Ltd. entered into a definitive agreement to acquire Meraki Acquisition One, Inc. for CAD 21 million in a reverse merger transaction on November 21, 2022. Pursuant to the LOI, it is expected that under the Transaction: (1) the holders of the Vaultex Shares issued and outstanding immediately prior to the completion of the Transaction, including the Vaultex Shares issuable on completion of the Pre-Listing Financing and exercise of the Convertible Debenture, will each receive, for every one Vaultex Share held immediately prior to the completion of the Transaction, one Resulting Issuer common share (the “Exchange Ratio”); and (2) the holders of convertible securities of Vaultex issued and outstanding immediately prior to the completion of the Transaction, including the warrants under the Pre-Listing Financing, will each receive convertible securities of the Resulting Issuer at the Exchange Ratio, with such additional adjustments as needed. It is expected that the holder of the Convertible Debenture will fully convert the Convertible Debenture into Vaultex Shares prior to closing, which will then be exchanged for Resulting Issuer common shares under the Transaction. The Exchange Ratio assumes that the Company will not complete a share consolidation prior to or in connection with the completion of the Transaction. Post transaction, the current Company shareholders are expected to own approximately 3.0% of the Resulting Issuer common shares, the current Vaultex shareholders are expected to own approximately 67.8% of the Resulting Issuer common shares, the Convertible Debenture holder is expected to own approximately 4.1% of the Resulting Issuer common shares, the Pre-Listing Financing shareholders are expected to own approximately 4.8% of the Resulting Issuer common shares, and the Concurrent Financing shareholders are expected to own approximately 20.3% of the Resulting Issuer common shares, all on a non-diluted basis. On completion of the Transaction, the Company expects to be a Tier 1 or Tier 2 technology issuer listed on the Exchange (the “Resulting Issuer”). It is also expected that the Resulting Issuer will change its name to “Vaultex Group” or such other name as determined by Vaultex and acceptable to the Exchange.

It is expected that on completion of the Transaction, the board of directors of the Resulting Issuer will be reconstituted to consist of five directors, four of whom are expected to be Douglas Betts, James Boettcher, Jeffrey Premer and Joanne Yan, of which Boettcher and Yan are expected to be independent directors. A fifth director will be proposed by mutual agreement between the Company and Vaultex. As of May 7, 2022, the parties have identified a fifth proposed director and a corporate secretary for Resulting Issuer. Fifth director expected to be Guan Seng Sim, who will serve as an independent director. The management of the Resulting Issuer will consist of individuals appointed by Vaultex and to such positions as Vaultex may determine. At this time, it is expected that the management of the Resulting Issuer will consist of Jeffrey Premer as Chief Executive Officer, Mike Abbott as Chief Financial Officer, Paul Lee-Simion as Chief Technology Officer, Kevin Yoshinaga as Chief Strategy Officer, Umar Khattak as Chief Marketing and Communications Officer and Mark Gregory as Corporate Secretary. The board of directors of the Resulting Issuer will be consist of five directors who expected to be Douglas Betts, James Boettcher, Jeffrey Premer, Guan Seng Sim and Joanne Yan. As part of the Transaction, the Company is expected to continue from the jurisdiction of British Columbia to the jurisdiction of the Cayman Islands or another offshore jurisdiction acceptable to the Exchange (the “Continuation”). The Continuation would require necessary corporate approval, the approval of the Company's shareholders and regulatory approval, including the approval of the Exchange.

Pursuant to the LOI, the material mutual conditions precedent include: (1) the Company and Vaultex will have executed the Definitive Agreement that will contain, among other things, the applicable terms and conditions set forth in the LOI and the representations, warranties, covenants, agreements, terms and conditions customarily found in such agreements; (2) receipt of all required regulatory, corporate, shareholder and third-party approvals, including, as required, approvals by the shareholders of Vaultex, the shareholders of the Company and the Exchange and fulfilment of all applicable regulatory requirements and conditions necessary to complete the Transaction; (3) the completion of the Pre-Listing Financing, the minimum offering under the Concurrent Financing, and conversion into common shares of the Convertible Debenture, (4) the conditional approval of the Exchange for the Transaction; (5) the Company shall complete the Continuation to the Cayman Islands; and (6) the fulfilment of other mutual conditions precedent agreed upon between the parties and customary for a transaction of a similar nature to that of the Transaction, working capital balance of at least CAD 30,000 on completion and satisfactory completion of its due diligence on the other party. As of June 20, 2022, Vaultex has completed a portion of its pre-listing financing and raised CAD 1 million in gross proceeds and is working towards completing the balance of its pre-listing financing to raise up to approximately CAD 0.5 million.

Odyssey Trust Company acted as transfer agent and registrar to Meraki. David Gardos of Cassels Brock & Blackwell LLP and Oziel Law acted as legal advisors to Meraki Acquisition One, Inc. Stephen Wortley and Grant Wong of McMillan LLP acted as legal advisors to Vaultex Pte. Ltd.