Bluewater Acquisition Corp. Announces TSXV Conditional Acceptance of Qualifying Transaction and Extension of Deadline to Complete Qualifying Transaction - Seite 2

Further Developments Since October 26, 2021 News Release

Since the news release dated October 26, 2021, further developments have occurred with respect to the Qualifying Transaction, specifically with regards to the Amending Agreement, the BAQ Private Placement, the Consulting Arrangements, the Resulting Issuer Board, and the Resulting Issuer Officers (all as defined below).

BAQ and VMA have entered into an agreement, effective as of November 30, 2021, amending the Share Exchange Agreement (the “Amending Agreement”). Pursuant to the Amending Agreement, the parties extended the deadline for the completion of the Qualifying Transaction from November 30, 2021, to January 31, 2022.

Prior to the completion of the Qualifying Transaction, BAQ intends to complete a private placement (the “BAQ Private Placement”), which involves the issuance by BAQ of BAQ common shares, at a purchase price of US$0.25 per BAQ common share, for minimum gross proceeds of US$5,500,000, and maximum gross proceeds of US$6,500,000. Assuming receipt of the minimum proceeds of the BAQ Private Placement, BAQ will issue 22,000,000 BAQ common shares at closing; and assuming receipt of the maximum proceeds of the BAQ Private Placement, BAQ will issue 26,000,000 BAQ common shares at closing.

In connection with the completion of the Qualifying Transaction, it is anticipated that BAQ will enter into consulting arrangements which will ultimately entitle Peter Karos and Mihalis Sapountzoglou to receive equity compensation in an aggregate amount equal to 3,730,000 BAQ common shares, at a deemed price of US$0.25 per BAQ common share, for aggregate deemed consideration of US$932,500 (the “Consulting Arrangements”).

Shortly after the completion of the Qualifying Transaction, the BAQ board is expected to be reconstituted to consist of Victoria Bradbury, Stuart Hensman, Peter Karos, Maurice Levesque, Mihalis Sapountzoglou, and Christopher Wightman (the “Resulting Issuer Board”). Officers of BAQ immediately after the completion of the Qualifying Transaction will consist of Mihalis Sapountzoglou as Chief Executive Officer, Brad Giblin as Chief Financial Officer, Christopher Wightman as Executive Vice President, Peter Karos as Executive Vice President, Investor Relations, Svetlana Panicheva as Chief Scientist, Glenn Warkentin as Corporate Secretary, and such other persons as may be appointed by the BAQ board or management (the “Resulting Issuer Officers”).