Mr. Young Seung Ko reports

ADAGIO CAPITAL INC ANNOUNCES LETTER OF INTENT FOR THE ACQUISITION OF ADVANCED GRAPH ENTERPRISE DATABASE INC.

Adagio Capital Inc. has entered into a non-binding letter of intent dated May 24, 2023, with Advanced Graph Enterprise Database Inc. (AGEDB), a private arm's-length British Columbia company, pursuant to which Adagio and AGEDB have agreed to complete a business combination whereby Adagio will acquire all of the issued and outstanding common shares of AGEDB.

The LOI sets out the preliminary terms of the transaction, which is intended to constitute Adagio's qualifying transaction as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. Accordingly, the LOI provides that it will be superseded and replaced by a binding definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a like nature. The terms of the transaction described herein remain subject in all respect to the terms of the definitive agreement.

Upon completion of the transaction, the combined entity resulting from the transaction will continue the business of AGEDB and the resulting issuer will be listed on the TSX-V as a Tier 2 technology issuer under the name Advanced Graph Enterprise Database Inc. or such other name as mutually agreed to by the parties.

Summary of the transaction

The LOI sets out the general terms of the transaction as currently contemplated by the parties. The precise terms and conditions of the transaction will be contained in the definitive agreement to be negotiated and entered into by the parties.

The transaction will take the form of a share exchange, whereby all of the outstanding AGEDB shares will be exchanged for 30 million postconsolidation (as defined as follows) common shares of Adagio. The transaction will be completed pursuant to and in strict accordance with corporate law requirements and available exemptions under applicable securities legislation. The consideration shares will be subject to applicable resale restrictions, if any.

The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) the company having had the reasonable opportunity to perform searches and other due diligence, and being satisfied with the results of such due diligence; (ii) receipt of all requisite consents, waivers and approvals for the transaction, including the approval of the TSX-V, if applicable; (iii) the absence of any material adverse change in the business, affairs or operations of AGEDB; (iv) completion of the Concurrent Financing (as defined below); and (v) AGEDB having received the requisite approvals from its shareholders for the transaction, if applicable.

Assuming the completion of the transaction and the concurrent financing and that no convertible securities of Adagio are exercised, a minimum of 42.1 million common shares of the resulting issuer are expected to be issued and outstanding on the closing date, of which approximately 4.8 per cent of the resulting issuer shares are anticipated to be held by the current shareholders of the company, approximately 71.3 per cent are anticipated to be held by the shareholders of AGEDB and approximately 23.9 per cent will be held by the subscribers under the concurrent financing.

The transaction is an arm's-length transaction and therefore will not require shareholder approval under Policy 2.4.

Share consolidation

Prior to completion of the transaction, Adagio plans to consolidate its outstanding common shares on the basis of 2.50 preconsolidation Adagio shares for every one postconsolidation Adagio share, unless otherwise agreed to by the parties.

Concurrent financing

In connection with the transaction, it is anticipated that AGEDB will complete a private placement financing of up to $5-million by issuing AGEDB shares at a price of 50 cents per AGEDB share. There may be cash commissions and/or broker warrants paid and/or issued to eligible finders in relation to the concurrent financing.

Corporate advisory fee

In connection with the transaction, the parties agreed that, on closing and subject to approval of the TSX-V, an arm's-length corporate advisor will be paid a merger and acquisition advisory fee of 100,000 resulting issuer shares and $150,000 in cash. No other fees will be paid.

Directors, officers and insiders of the resulting issuer

Following the closing, it is expected that the board of directors of the of the resulting issuer will be reconstituted to consist of five directors and will comprise members to be nominated by the AGEDB, subject to the approval of the TSX-V.

Additional information on the proposed directors, officers and insiders of the resulting issuer will be included in a subsequent press release.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless an exemption from the sponsorship requirement is available. The company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the company will be able to obtain such a waiver.

About Advanced Graph Enterprise Database Inc.

AGEDB is a private company based in Vancouver, B.C., with a primary focus on developing and delivering cutting-edge graph database management system (DBMS) software and technology. AGEDB's innovative approach allows for graph data processing on graph DBMS, a unique feature not available in the market until now. AGEDB aims to empower users of relational DBMS with enhanced analysis capabilities, enabling them to uncover valuable insights from the connections and relationships between data points. The management team of AGEDB comprises individuals with extensive experience in the graph database market.

AGEDB possesses the core technologies of Apache AGE, one of the biggest and most influential open-source graph database projects in the world. AGEDB is a subsidiary of Bitnine Global Inc., which is a wholly owed subsidiary of Bitnine Co. Ltd., the leading provider of graph database management systems in Korea. AGEDB and Bitnine Global have entered into a licensing agreement for the use of three intellectual property (IP) patents owned by Bitnine Global that AGEDB can use in software development as well as providing for exclusive global distributions rights (excluding Korea) for any software products developed and derived from the three IP patents.

A summary of AGEDB's financial information will be included in a subsequent press release once such financial information has been obtained by the company. It is anticipated that AGEDB will provide audited financial statements in due course.

About Adagio Capital Inc.

Adagio is a British Columbia based company and a reporting issuer in the provinces of British Columbia and Alberta. Adagio focuses on strategic investments in high-growth sectors, aiming to create long-term value for its shareholders.

Additional information

A comprehensive press release with further particulars relating to the transaction, including further particulars of the resulting issuer and the concurrent financing, will follow in accordance with the policies of the TSX-V. In addition, a summary of AGEDB's financial information as well as additional information on the proposed directors and officers of the resulting issuer will be included in a subsequent press release.

All information contained in this press release with respect to the company and AGEDB was supplied, for inclusion herein, by the respective parties, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Trading in the company shares has been halted at the company's request, and the halt is expected to continue pending the negotiation of the definitive agreement and the exchange's review and acceptance of materials for the proposed transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.