Immutable Holdings Inc. entered into a letter of intent to acquire Bexar Ventures Inc. (CNSX:BXV) in a reverse merger transaction on May 31, 2021. Prior to the closing, it is expected that the issued and outstanding common shares in the capital of Bexar will be consolidated on the basis of one Subordinate Voting Share for each 12.4346 existing Bexar Shares such that, immediately prior to the closing, the number of Bexar Shares outstanding will be equal to CAD 1.9 million plus available cash divided by the price at which subscription receipts are sold under the private placement of gross proceeds of up to CAD 6.25 million. Each Immutable Shareholder who is not resident in the United States shall receive 84.3537415 fully paid and non-assessable Subordinate Voting Shares for each Immutable Share held, and each Immutable shareholder who is resident in the United States shall receive 0.08435374 of one fully paid and non-assessable Multiple Voting Share for each Immutable Share held, following which all such Immutable shares shall be cancelled. Following the closing of the transaction, the resulting issuer will change its name to "Immutable Holdings Inc.", or such other name as may be determined by Immutable Holdings and continue the business of Immutable Holdings. Trading in Bexar Shares on the Canadian Securities Exchange has been halted.

It is anticipated that all current directors and officers of Bexar will resign and be replaced by nominees of Immutable Holdings. It is expected that the board of directors of the resulting issuer shall be fixed at five directors, which will include Jordan Fried, Jason Loh, Roger Rai, Alberto Franco and such other director as may be determined by Immutable Holdings prior to the closing. Further, Jordan Fried will also be the Chairman and Chief Executive Officer of the resulting issuer, David Namdar as President, Kyle Armour as Chief Operating Officer and Gavin Mai as Head of Technology. The management of Bexar shall also be comprised of Happy Walters as Director.

Completion of the transaction will be subject to various conditions, including but not limited to: entering into the Definitive Agreement, Immutable Holdings and Bexar obtaining all required Board of Directors and shareholders approval, regulatory approval, third-party consents, completion of the private placement, consolidation and the warrants exercise, the subordinate voting shares to be issued pursuant to the business combination shall have been conditionally approved for listing on the NEO Exchange, at closing the liabilities and obligations (contingent or otherwise) of Bexar being zero, all of the current directors and officers of Bexar shall have resigned and Bexar having up to CAD 200,000 in available cash. The parties intend to enter into a definitive agreement in respect of the transaction within 45 days of the date of the LOI, or such other date as may be agreed to by Bexar and Immutable Holdings. On July 2, 2021, the shareholders of Bexar approved the Article Amendments and other matters relating to the transaction. The Board of Directors of Bexar have unanimously approved the business combination and unanimously recommended approval by shareholders. Jeff Lightfoot of Owen Bird Law Corp. acted as legal advisor to Bexar. Sean Maniaci of Cassels Brock & Blackwell LLP acted as legal advisor to Immutable Holdings.

Immutable Holdings Inc. completed the acquisition of Bexar Ventures Inc. (CNSX:BXV) in a reverse merger transaction on September 24, 2021. The shares of Immutable are expected to begin trading on the Exchange under the symbol “HOLD” beginning on September 28, 2021. Upon closing of the transaction, the board of directors and management of Immutable were reconstituted as follows in place of the previous directors and officers of Immutable:Jordan Fried – Chief Executive Officer, Chairman and Director, Steven Koscik – Interim Chief Financial Officer, David Namdar – President, Kyle Armour – Chief Operating Officer, Gavin Mai – Head of Technology, Roger Rai – Director, Jeffrey Long – Director, Alberto Franco – Director, Happy Walters – Director