File: Attachment B.17. ADAGIO - News release announcing conditional approval and filing of Filing Statement on SEDAR (AGEDB).pdf

ADAGIO CAPITAL INC.

Adagio Capital Inc. Announces Receipt of Conditional Approval for Qualifying Transaction with Advanced Graph Enterprise Database Inc. and Filing of Filing Statement

Vancouver, BC February 28, 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 (the "TSXV"), is pleased to announce that the Company has received conditional approval from the TSXV with respect to its previously announced Qualifying Transaction (as such term is defined in TSXV Policy 4.2 Capital Pool Companies ("Policy 2.4") with Advanced Graph Enterprise Database Inc., a private arm's length British Columbia company ("AGEDB"), pursuant to the terms of an amalgamation agreement dated October 10, 2023, as amended on November 23, 2023 and January 17, 2024 (the "Amalgamation Agreement") with 1441651 B.C. Ltd., a newly incorporated wholly-owned subsidiary of the Company ("NewCo"), and AGEDB (the "Transaction").

The Transaction will be a "three-cornered" amalgamation whereby NewCo and AGEDB will amalgamate to form a new amalgamated entity ("AmalCo"), and AmalCo will be a wholly-owned subsidiary of the Company. The combined company (thereafter, the "Resulting Issuer") that will result from the completion of the Transaction (the "Closing") will be renamed "AGEDB Technology Ltd." or such other name as agreed to by the Company and AGEDB. Subject to final approval of the TSXV, the common shares of the Resulting Issuer will trade on the TSXV under the symbol "AGET" and the business of the Resulting Issuer will be the business of AGEDB. It is expected that the Resulting Issuer will be listed on the TSXV as a Tier 2 Technology issuer.

In connection with the Transaction, the Company has filed a filing statement dated February 26, 2024 (the "Filing Statement") on the Company's SEDAR+ profile, which was prepared in accordance with the policies of the TSXV. The Filing Statement provides more fulsome and detailed information with respect to the Company, AGEDB and the Transaction as a whole.

AGEDB obtained the unanimous written consent of its shareholders for the Transaction on September 21, 2023.

For more information on the Transaction, please see the Company's news releases dated June 1, 2023, August 30, 2023, October 10, 2023, December 5, 2023, and January 17, 2024 filed on the Company's SEDAR+ profile.

Closing of the Transaction

The Closing remains subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals, including the final approval of the TSXV; and (ii) the absence of any material adverse change in the business, affairs or operations of the Company or AGEDB, as applicable.

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 database management system ("DBMS") software and technology. AGEDB is a company that provides enterprise level relational database with full- scale support and their 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 database market.

AGEDB contributes to 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. (KOSDAQ:A357880), the leading provider of relational and 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.

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 Transaction is subject to a number of conditions, including but not limited to, final approval of the TSXV. 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 Filing Statement 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.

The TSXV has in no way passed upon the merits of the proposed 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 DBMS software and any perceived benefits therefrom, the Company completing the Transaction within the prescribed time period or at all, and the conditions to be satisfied for completion of the Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those 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 Transaction 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 Transaction; the TSXV may not grant final approval for the 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 the Company, AGEDB, the Resulting Issuer, and the Transaction as a whole. Collectively, the potential impacts of the 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 TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.