11197894 Canada Ltd. (IC Group) entered into a letter of intent to acquire Cuspis Capital II Ltd. (TSXV:CCII.P) in a reverse merger transaction on March 4, 2024. Pursuant to the transaction, post-consolidation Cuspis Shares, in an amount and in a ratio to be determined, will be issued in exchange for outstanding common shares of IC Group (such ratio being the ?Exchange Ratio?). Cuspis and IC Group will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer. Following completion of the transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the TSXV. As a result of the acquisition, IC Group will enter into the public market. It is currently anticipated that, immediately prior to the completion of the transaction, Cuspis will effect a share consolidation on a basis to be determined. Upon completion of the transaction, the parties intend for the following individuals to comprise the board of directors and management of the Resulting Issuer: Duncan McCready as the Director, President & Chief Executive Officer; Marc Caron and Michael Svetkoff as the Directors.

Completion of the transaction is subject to a number of conditions, including but not limited to, acceptance by the TSXV, approval of certain matters by the holders of the Cuspis Shares and other customary conditions including completion of the concurrent financing consisting of a private placement of equity securities for gross proceeds of a minimum of CAD 3,000,000; entry into the definitive agreement on or before March 31, 2024; receipt of all director, shareholder, third party and requisite regulatory approvals (including IC Group shareholder approval) relating to the negotiation and execution of a definitive agreement in respect of the transaction and as may be contemplated by the definitive agreement; preparation and filing of a disclosure document, as required by the TSXV; receipt by the TSXV of a Sponsor Report, if required, satisfactory to the TSXV; and completion of the consolidation. The transaction will be completed no later than April 30, 2024, or such other date as may be mutually agreed to in writing between Cuspis and IC Group.