Blackwolf Signs Definitive Agreement to Acquire Optimum Ventures - Seite 2

Closing of the Transaction is also subject to the receipt of applicable regulatory approvals, Optimum having a minimum working capital of $675,000 and the satisfaction of certain other closing conditions customary in transactions of this nature. The Transaction is anticipated to be completed at or about the beginning of September 2023.

Further information regarding the Transaction will be contained in a management information circular that Optimum will prepare, file and mail to the Optimum securityholders in connection with the annual general and special meeting of the Optimum securityholders to be held to consider the Transaction and annual matters.

The Blackwolf shares to be issued under the Transaction have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Transaction will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Board Approvals and Voting Support
The Transaction has been unanimously approved by the board of directors of both Blackwolf and Optimum. The board of directors of Optimum received a fairness opinion with respect to the fairness of the consideration to be received by the shareholders of Optimum under the Transaction from a financial point of view.

Directors and officers of Optimum and certain of Optimum's major shareholders, holding in the aggregate 41.3% of the outstanding Optimum shares, have each entered into customary voting and support agreements to, amongst other things, vote in favour of the Transaction at the annual general and special meeting of Optimum securityholders.

Advisors and Counsel

DuMoulin Black LLP is acting as legal counsel to Blackwolf and Fiore Management and Advisory Corp. has acted as advisor to Blackwolf in connection with the Transaction and will receive a 2% advisory fee payable in shares.

Boughton Law Corporation is acting as legal counsel to Optimum. RwE Growth Partners, Inc. provided a fairness opinion to Optimum's special committee to the board of directors that the Transaction is fair from a financial point of view to the shareholders of Optimum subject to the assumptions, limitations and qualifications set out in such fairness opinion.