1000175307 Ontario Ltd. entered into a binding letter of intent to acquire Valdor Technology International Inc. (CNSX:VTI) in a reverse merger transaction for CAD 3.6 million on December 1, 2022. 1000175307 Ontario Ltd. entered into a definitive agreement to acquire Valdor Technology International Inc. in a reverse merger transaction for CAD 12.17 million on July 7, 2023. As consideration under the Transaction, Valdor will issue an aggregate of 72 million common shares in the capital of Valdor. Consideration Shares will be subject to voluntary hold periods on substantially the following terms: 50% of the Consideration Shares shall be subject to a voluntary six month hold period following closing of the Transaction; and the remaining 50% of the Consideration Shares shall be subject to a voluntary 12 month hold period following Closing. In connection with the Transaction, Valdor intends to conduct a private placement financing for aggregate gross proceeds of no less than CAD 2,500,000. Under the terms of definitive agreement, Valdor will issue to holders of 1000175307 Ontario Shares one common share in the capital of Valdor at a deemed priced of CAD 0.10 per Common Share for each 1000175307 Ontario Share held, representing aggregate consideration of approximately CAD 12,170,000.

The transaction is subject to mutual due diligence investigations, approval from the CSE, regulatory and third party approvals, approval by the Ontario Superior Court of Justice (Commercial List), 1000175307 Ontario Shareholders shall not have exercised their Dissent Rights in connection with the transaction with respect to more than 5% of the outstanding shares, and the affirmative vote of respective shareholders of each of Valdor and 1000175307 Ontario. The boards of directors of both Valdor and 1000175307 Ontario have unanimously approved the Transaction. The transaction is expected close in late summer 2023. Matthew Fish of Fish Purdy LLP acted as legal advisor to 1000175307 Ontario. Desmond Balakrishnan of McMillan LLP acted as legal advisor to Valdor. RwE Growth Partners, Inc. acted as fairness opinion provider to 1000175307 Ontario.