Anchor Capital Corporation Announces Proposed Qualifying Transaction - Seite 2

About Mark One

Mark One is a manufacturer and marketer of internet-connected lifestyle devices that automatically track food and beverage consumption, working with fitness trackers to provide consumers with the other half of the equation they need to get and stay healthy. Mark One's product offerings include Pryme Vessyl, a smart cup that helps people calculate and track their unique hydration needs. Pryme Vessyl is currently being used in over 100 countries, in studies to assess its ability to impact outcomes in diseases like kidney stones, and in workplace wellness programs to improve employee health engagement by highlighting the impact of hydration on things like concentration, short-term memory, and productivity. Mark One was founded in Kingston, Ontario, Canada in 2007 and later opened its headquarters in San Francisco, CA USA in 2013. Mark One was co-founded by Yves Behar, a renowned industrial designer and Chief Creative Officer at Jawbone. Mark One's Chief Executive Officer is Mrs. Helen Thomas, an experienced consumer electronics executive and former CEO of LeapFrog China. Mark One's investors include Intel Capital Corporation, Horizons Ventures (family office of Lee Ka-Shing) and Felicis Ventures, among others.

Mark One Corporate History and Structure

Mark One is a private corporation incorporated under the laws of the State of Delaware on October 22, 2013. Mark One's head office is located in San Francisco, California. Mark One has one wholly owned subsidiary in Canada called Paperwhite, Inc.

Intel Capital Corporation incorporated in Delaware, USA and OurCrowd (Investment in Mark One) L.P. formed in the British Virgin Islands and their affiliates are the only Control Persons (as such term is defined in TSXV policies) of Mark One.

Mark One is in the process of issuing secured promissory notes convertible into Mark One Common Shares (the "New Mark One Notes") and 300,000 warrants to purchase common stock of Mark One (the "New Mark One Warrants") as part of a maximum CAD$3,000,000 financing on a private placement basis. In connection with the Transaction, every CAD$0.40 of principal amount of the New Mark One Notes will be exchanged for one Newco Common Share and the New Mark One Warrants will be exchanged for warrants of Newco on the basis of one Newco warrant for every ten Newco Common Shares issued, with each such Newco warrant to have a term of three years and an exercise price of CAD$0.65 on a post-Transaction basis (the "Mark One Financing").