Emissions EV Technologies Inc. entered into a non-binding letter of intent to acquire Penbar Capital Ltd. (TSXV:PEM.P) for CAD 4 million in a reverse merger transaction on October 3, 2023. Emissions EV Technologies Inc. entered into an agreement to acquire Penbar Capital Ltd. (TSXV:PEM.P) for CAD 4 million in a reverse merger transaction on November 24, 2023. As consideration for the acquisition of all of the outstanding securities of Emissions EV, holders of issued and outstanding common shares of Emissions EV will receive one (1) Resulting Issuer common share for each one (1) Emissions EV Share (the "Exchange Ratio"). Excluding any securities issued in connection with the Financing, immediately prior to the closing of the Transaction, it is anticipated that holders of Emissions EV Shares will hold 67,091,767 Emissions EV Shares. Transaction will constitute its "Qualifying Transaction" under the policies of the TSXV. Upon closing of the transaction, existing shareholders of Emissions EV will own a majority of the outstanding common shares of Penbar and Penbar is anticipated to be renamed, subject to shareholder approval, to a name to be determined by Emissions EV (the "Resulting Issuer").

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 and accompanying transaction documents; approval by the boards of directors of each of Penbar and Emissions EV; if necessary, approval of the shareholders of each of Penbar and Emissions EV for all matters required in connection with the Transaction, including the Penbar Capital Consolidation and name change; obtaining necessary third party approvals; closing of the Financing for minimum aggregate gross proceeds to be determined by the parties; and the TSXV's approval for listing the shares of the Resulting Issuer. As of October 31, 2023, The Amended LOI extends the time required for the parties to enter into a definitive agreement to November 15, 2023 and to complete the Transaction to on or before March 31, 2024. As of November 15, 2023, the Second LOI Amendment extends the time required for the parties to enter into a definitive agreement to November 30, 2023.