M&L Renewable Technology International Ltd entered into a non-binding letter of intent to acquire Petrox Resources Corp. (TSXV:PTC) in a reverse merger transaction for CAD 6.4 million on December 14, 2023. In exchange for all of the outstanding shares of M&L, Petrox intends issue one post-Consolidation share in the share capital of Petrox at a deemed price of CAD 0.10 per share for each share of M&L issued and outstanding at the closing of the transaction, including any shares issued pursuant to the M&L Private Placement and the Concurrent Private Placement. Assuming the maximum amounts are raised under the M&L Private Placement and the Concurrent Private Placement, Petrox will issue an aggregate of 63,750,000 common shares pursuant to the proposed transaction, for a total purchase price of up to CAD $6,375,000. The shares to be issued to M&L shareholders under the proposed transaction will be the shares of Petrox post-consolidation. It is proposed that Petrox will consolidate its issued and outstanding common shares on a 5:1 basis or such other basis as may be agreeable to the Parties having regard to the listing requirements of the Exchange. M&L shall undertake two private placements. The initial private placement will be up to 33,500,000 Class ?A? Common Shares in the share capital of M&L, at a price of CAD 0.10 per share, for total gross proceeds of up to CAD 3,350,000 (the ?M&L Private Placement?). It is intended that the M&L Private Placement will be completed prior to closing. The second private placement will be up to 16,500,000 Class ?A? Common Shares at a price of CAD 0.10 per common share, for gross proceeds of up to CAD 1,650,000 (the ?Concurrent Private Placement?) which financing will close at, or immediately prior to, closing.

It is intended that the board of directors of Petrox will be changed on closing so as to be constituted by the nominees of M&L, provided that such change does not require a shareholders? meeting prior to the completion of the proposed transaction. Post-closing, it is intended that the current management of Petrox will continue to oversee the management of Petrox?s current oil production property in Fletwode, Saskatchewan until such time as the property is divested. The proposed transaction is subject to a number of conditions including the satisfactory completion of Petrox?s due diligence, completion of the M&L Private Placement and the Concurrent Private Placement and such approvals as may be necessary including approval of the shareholders and directors of Petrox and M&L. The transaction will also be subject to TSX Venture Exchange review and approval. Currently, it is not expected that approval from the shareholders of Petrox will be required for the proposed transaction. The LOI will terminate on May 31, 2024, unless extended by the parties by mutual consent.