TerraZero Technologies Inc. entered into a letter of intent to acquire Whatcom Capital II Corp. (TSXV:WAT.P) in a reverse merger transaction for CAD 12.9 million on September 21, 2022. TerraZero Technologies Inc. entered into a definitive agreement to acquire Whatcom Capital II Corp. (TSXV:WAT.P) in a reverse merger transaction on February 1, 2023. Under the terms of the transaction, Whatcom proposes to acquire from the shareholders of TerraZero all of the issued and outstanding securities of TerraZero in exchange for securities of Whatcom. In consideration, upon closing, Whatcom will issue one post-Consolidation common share of Whatcom for each common share of TerraZero, and one post-Consolidation common share of Whatcom for each Series A1 Preferred share of TerraZero. The parties anticipate a total of 52,947,539 post-consolidation shares will be issued to the shareholders of TerraZero. In connection with the closing, TerraZero may complete an equity financing by way of private placement, to raise gross proceeds of up to CAD 2 million. Pursuant to the Definitive Agreement, on closing of the proposed Transaction, it is expected that: (i) Whatcom will consolidate (the "Consolidation") all of the then issued and outstanding common shares of the Corporation (the "Whatcom Shares") on the basis of one post-consolidation Whatcom Share for each previously outstanding 3.5 Whatcom Shares (such post-Consolidation Whatcom Shares the "Resulting Issuer Shares"); (ii) All of the issued and outstanding preferred shares in the capital of TZ will be converted to common shares in the capital of TZ in accordance with TZ's constating documents; (iii) TZ and 1396032 B.C. Ltd., a wholly-owned subsidiary of Whatcom, will be amalgamated under the Business Corporations Act (British Columbia) (the "Amalgamation") and continue as one corporation called TZ Technologies Operating Corp. ("Amalco"), which will be a wholly-owned subsidiary of Whatcom; (iv) Whatcom will change its name to TerraZero Technologies Inc., (on a post-closing basis, the "Resulting Issuer"); (v) Holders of the common shares in the capital of TZ will receive one Resulting Issuer Share for each TZ share, and the TZ shares will be canceled; and (vi) Each outstanding option, warrant and broker warrant exercisable to acquire shares in the capital of TZ will be exchanged for one replacement option, warrant or broker warrant, as applicable, exercisable at the equivalent price to acquire a Resulting Issuer Share. It will be a condition of closing that Whatcom, will have consolidated its common shares on the basis of one (1) new common share for each three and one-half (3.5) existing common shares. Upon completion of the transaction, the combined entity (the "Resulting Issuer") will continue the business of TerraZero. Subject to Exchange approval, on completion of the transaction, it is currently anticipated that the Board of Directors of the Resulting Issuer will consist of five (5) directors: Dan Reitzik, Founder, Chief Executive Officer & Director, TerraZero; Ryan Cheung, Chief Financial Officer, Corporate Secretary & Director, TerraZero; Lance Morginn, Director, TerraZero; and, it is anticipated that the Resulting Issuer will also appoint two additional independent directors.

The transaction is subject to all necessary regulatory and third-party consents, approvals and authorizations; completion of due diligence; approval of the Board of Directors of each of Whatcom and TerraZero; signing of the Definitive Agreement; approval of TerraZero shareholders; completion of the private placement (Financing); and, completion by Whatcom of consolidation. The Transaction was to be completed by May 31, 2023.

TerraZero Technologies Inc. cancelled the acquisition of Whatcom Capital II Corp. (TSXV:WAT.P) in a reverse merger transaction on June 6, 2023.