Mr. Young Seung Ko reports

AGEDB COMPLETES QUALIFYING TRANSACTION WITH ADAGIO CAPITAL INC.

AGEDB Technology Ltd., formerly known as Adagio Capital Inc., has completed its previously announced qualifying transaction, as defined under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies, with Advanced Graph Enterprise Database Inc. and 1441651 B.C. Ltd. (NewCo), a wholly owned subsidiary of Adagio.

In connection with the transaction, the company changed its name to AGEDB Technology from Adagio Capital and its common shares are expected to commence trading on the TSX-V on or about Monday, March 25, 2024, under the symbol AGET.

About Advanced Graph Enterprise Database Inc.

Advanced Graph was founded in 2022 and is a Vancouver-based private company dedicated to developing and delivering cutting-edge DMBS (database management system) software and technology. Advanced Graph, AGEDB's operating entity, was formed to drive global business operations of Bitnine Co. Ltd., a Korean limited company, the first graph database vendor publicly listed in Korea. Advanced Graph's core technology lies in Apache AGE, an influential open-source graph database project and a top-level project under the Apache Software Foundation. Advanced Graph's mission is to revolutionize the analysis and interpretation of data connections and relationships for users of relational DBMS, aiming to establish Advanced Graph as the leading global provider of graph DBMS.

Pursuant to the terms of a licence agreement, Advanced Graph has licensed the rights to three patents crucial for multimodel hybrid database management system software from Bitnine Global Inc., a major shareholder of Advanced Graph and non-arm's-length party and subsidiary of Bitnine. Advanced Graph's core technology, as a result of the licensing arrangement, now lies in Apache AGE, an influential open-source graph database project and a top-level project under the Apache Software Foundation. By capitalizing on the strong brand impact associated with Bitnine's Apache software, Advanced Graph aims to develop industry-specific algorithms and cloud-based solutions, transforming Advanced Graph's core technologies, such as Apache AGE, Apache AGE Viewer, AGEDB Enterprise, Graphizer Tool, AGEDB Cloud, and graph analytics solutions for fraud detections, predictive analysis, recommendations and knowledge graphs.

Qualifying transaction

The company completed the transaction pursuant to the terms and conditions of an amalgamation agreement dated Oct. 5, 2023, as amended on Nov. 23, 2023, and Jan. 17, 2024, among AGEDB, Advanced Graph and NewCo, pursuant to which Adagio acquired all of the outstanding securities of Advanced Graph in exchange for securities of the company.

Immediately prior to the completion of the transaction, Adagio consolidated its outstanding common shares on the basis of 2.50 preconsolidation common shares for every one postconsolidation Adagio share. At closing, all of the issued and outstanding securities of Advanced Graph were exchanged for corresponding securities of Adagio on the terms of the amalgamation agreement, with the underlying securities of Advanced Graph being cancelled and the following securities of the company being issued to the former security holders of Advanced Graph. An aggregate of 40,052,000 postconsolidation shares were issued to the former shareholders of Advanced Graph, and options to acquire an aggregate of 2,925,000 postconsolidation shares were granted to the former option holders of Advanced Graph. Pursuant to the terms of a corporate finance advisory services engagement letter dated March 14, 2023, Evans & Evans Inc., an arm's-length party to each of Adagio and Advanced Graph, was issued 100,000 postconsolidation shares and paid a $150,000 cash fee in connection with the transaction.

In connection with the closing, the company entered into a value security escrow agreement with Endeavor Trust Corp. and certain shareholders of Advanced Graph as required by the policies of the TSX-V, pursuant to which an aggregate of 26.7 million postconsolidation shares and 1.8 million postconsolidation options issued to certain insiders (as defined under TSX-V Policy 1.1 -- Interpretation) of Advanced Graph prior to the transaction were placed in escrow. In addition, an aggregate of 3.3 million postconsolidation shares issued to certain former shareholders of Advanced Graph prior to the transaction are subject to seed share resale restrictions in accordance with Section 10 of TSX-V Policy 5.4 -- Escrow, Vendor Consideration and Resale Restrictions.

For additional information regarding the transaction, please refer to the company's filing statement dated Feb. 26, 2024, which is available under the company's profile on SEDAR+. Further, a copy of the value escrow agreement is also available under the company's profile on SEDAR+.

Directors, officer and insiders of the company

In connection with the closing, each of Azim Dhalla, Jim Mustard and Nizar Bharmal resigned as directors of Adagio, and Mr. Dhalla resigned as the president, chief executive officer, chief financial officer and corporate secretary of Adagio. Following such resignations, Cheolsun Kang (chairman), Young Seung Ko, Christopher Cherry and Zara Kanji were appointed as directors of AGEDB. In addition, Young Seung was appointed as the CEO, Mickey Goldstein as CFO and corporate secretary, Eya Badal Abdisho as chief technology officer, and Changhak Lee as the chief operating officer of AGEDB.

Each of Mr. Kang, Bitnine Global and Graphizer Inc., a California corporation, will hold, both directly and indirectly, more than 10 per cent of the postconsolidation shares. Mr. Kang, the chairman and a director of AGEDB, is the chief executive officer and founder of Bitnine and Bitnine Global as well as chief executive office of Graphizer Inc. Andrew, the proposed CEO and a director of the resulting issuer, is secretary of Graphizer. Each of Bitnine Global and Graphizer is controlled by Mr. Kang.

For additional information regarding the directors and officers, please refer to the filing statement as well as the company's comprehensive news release dated Oct. 10, 2023, which are available under the company's profile on SEDAR+.

Capitalization of the company

Following the completion of the transaction, 42,152,000 postconsolidation shares issued and outstanding, which are held as follows: two million postconsolidation shares (4.74 per cent) by the shareholders of Adagio prior to the completion of the transaction; 40,052,000 postconsolidation shares (95.02 per cent) by the former shareholders of Advanced Graph; and 100,000 postconsolidation shares (0.24 per cent) by the adviser.

Following the closing and the granting of the options, there are outstanding options to acquire an additional 2,925,000 postconsolidation shares.

We seek Safe Harbor.