File: '\\swfile\EmailIn\20240314 084231 Attachment G.16 - AGEDB - News Release announcing closing of Qualifying Transaction (March 2024).docx'

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CW21598156.3

CW21598156.3

AGEDB Completes Qualifying Transaction

with Adagio Capital Inc.

VANCOUVER, BRITISH COLUMBIA - March 14, 2024 - AGEDB Technology Ltd. ("AGEDB" or the "Company") (TSXV: ADC.P), formerly known as "Adagio Capital Inc." ("Adagio"), is pleased to announce that it has completed its previously announced Qualifying Transaction, as defined under TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), with Advanced Graph Enterprise Database Inc. ("Advanced Graph") and 1441651 B.C. Ltd. ("NewCo"), a wholly-owned subsidiary of Adagio (the "Transaction").

In connection with the Transaction, the Company changed its name to "AGEDB Technology Ltd." from "Adagio Capital Inc." and its common shares (each, a "Share") are expected to commence trading on the TSXV on or about Monday, March 25, 2024, under the symbol "AGET".

About Advanced Graph

Advanced Graph was founded in 2022 and is a Vancouver-based private company dedicated to developing and delivering cutting-edge DMBS software and technology. Advanced Graph, AGEDB's operating entity, was formed to drive global business operations of Bitnine Co, Ltd. ("Bitnine") (KOSDAQ: A357880), 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 license agreement, Advanced Graph has licensed the rights to three patents (collectively, the "Patents") crucial for multi-model hybrid database management system software from Bitnine Global, Inc. ("Bitnine Global"), 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 October 5, 2023, as amended on November 23, 2023 and January 17, 2024 (collectively, the "Amalgamation Agreement") 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 (the "Closing"), Adagio consolidated its outstanding common shares on the basis of 2.50 pre-consolidation common shares for every 1 post-consolidation Adagio Share (the "Consolidation"). 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 post-Consolidation Shares were issued to the former shareholders of Advanced Graph, and options (each, an "Option") to acquire an aggregate of 2,925,000 post-Consolidation 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. (the "Advisor"), an arm's length party to each of Adagio and Advanced Graph, was issued 100,000 post-Consolidation 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 (the "Value Escrow Agreement") with Endeavor Trust Corporation ("Endeavor") and certain shareholders of Advanced Graph as required by the policies of the TSXV, pursuant to which an aggregate of 26,700,000 post-Consolidation Shares and 1,800,000 post-Consolidation Options (collectively, the "Value Securities") issued to certain Insiders (as defined under TSXV Policy 1.1 - Interpretation) of Advanced Graph prior to the Transaction were placed in escrow. In addition, an aggregate of 3,300,000 post-Consolidation 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 TSXV Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions.

For additional information regarding the Transaction, please refer to the Company's Filing Statement dated February 26, 2024 (the "Filing Statement"), which is available under the Company's profile on SEDAR+ at www.sedarplus.ca. 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 Azim Dhalla resigned as the President, Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), 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, Mr. Ko was appointed as the CEO, Mickey Goldstein as CFO and Corporate Secretary, Eya Badal Abdisho as CTO, and Changhak Lee as the COO of AGEDB.

Each of Cheolsun Kang, Bitnine Global and Graphizer Inc., a California corporation, will hold, both directly and indirectly, more than 10% of the post-Consolidation 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 Ko, the proposed CEO and a Director of the Resulting Issuer, is Secretary of Graphizer Inc. Each of Bitnine Global and Graphizer Inc. are controlled by CheolSun 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 October 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 post-Consolidation Shares issued and outstanding, which are held as follows:

2,000,000 post-Consolidation Shares (4.74%) by the shareholders of Adagio prior to the completion of the Transaction;

40,052,000 post-Consolidation Shares (95.02%) by the former shareholders of Advanced Graph; and

100,000 post-Consolidation Shares (0.24%) by the Advisor.

Following the Closing and the granting of the Options, there are outstanding Options to acquire an additional 2,925,000 post-Consolidation Shares.

On behalf of the Board of Directors

"Young Seung Ko"

Young Seung Ko, CEO

AGEDB Technology Ltd.

Contact Information

For more information please contact:

Young Seung Ko

Chief Executive Officer

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. 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 the trading of the Shares on the TSXV, the release of Shares and Options from escrow, and the general development of the business of the Company. 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. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and conflicts in Ukraine and Palestine 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 AGEDB. 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 the 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.