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Adagio Capital Inc
Symbol	ADC
Shares Issued	5,000,000
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Adagio extends Advanced Graph QT closing to Feb. 29

2024-01-17 14:29 ET - News Release

Subject: News Release for Dissemination (TSXV: ADC.P) PDF Document File: Attachment ADAGIO - News release announcing further update on Qualifying Transaction (January 2024).pdf ADAGIO CAPITAL INC. Adagio Capital Inc. Provides Further Update on Proposed Qualifying Transaction with Advanced Graph Enterprise Database Inc. Vancouver, BC January 17, 2024 - Adagio Capital Inc (TSXV: ADC.P) (the "Company" or "Adagio"), a capital pool company as defined under Policy 2.4 Capital Pool Companies of the TSX Venture Exchange ("TSXV"), is providing a further update with respect to its previously announced proposed qualifying transaction involving the acquisition of all of the issued and outstanding securities of Advanced Graph Enterprise Database Inc. ("AGEDB"), a private arm's length British Columbia company, pursuant to an amalgamation agreement (the "Agreement") among the Company, AGEDB and 1441651 B.C. Ltd. ("NewCo"), a newly incorporated subsidiary of the Company (the "Qualifying Transaction"). The Company, AGEDB and NewCo are continuing to progress towards the completion of the Qualifying Transaction. On January 17, 2024, the parties entered into a further amendment agreement to extend the Completion Deadline (as defined in the Agreement) to February 29, 2024. For more information on the Qualifying Transaction, please see the Company's news releases dated June 1, 2023, August 30, 2023, October 10, 2023, and December 5, 2023. About Advanced Graph Enterprise Database Inc. AGEDB is a Vancouver, British Columbia-based private company 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 is comprised of 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. ("Bitnine Global"), which is a wholly-owed subsidiary of Bitnine Co., Ltd. ("Bitnine") (KOSDAQ:A357880), 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. 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. CW21422455.1 Additional Information 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. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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. The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Contact Information For more information, please contact: Advanced Graph Enterprise Database Inc. Young Seung Ko Chief Executive Officer and Director 778 775-6097 Adagio Capital Inc. Christopher Cherry Director 604 908-3095 Disclaimer for Forward-Looking Information Certain statements in this press release are forward-looking statements, which reflect the expectations of management regarding the Company's completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, statements regarding AGEDB's database management system software and any perceived benefits therefrom, the Company completing the Qualifying Transaction within the prescribed time period or at all, and the conditions to be satisfied for completion of the Qualifying Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those CW21422455.1 contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: that any perceived benefits from the AGEDB may not come to fruition; that the parties may not receive the requisite corporate approvals of the directors and shareholders for the completion of the Qualifying Transaction; the TSXV may not approve the Qualifying Transaction; and other risks that are customary to transactions of this nature. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine, Israel, and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the operating performance, financial position, and future prospects of Adagio, AGEDB, the resulting issuer, and the Qualifying Transaction as a whole. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward- looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. CW21422455.1