The TSX Venture Exchange has accepted for filing the qualifying transaction of Adagio Capital Inc., as described in its filing statement dated Feb. 26, 2024. As a result, effective at the opening on Monday, March 25, 2024, the trading symbol for Adagio will change from ADC.P to AGET and Adagio will no longer be considered a capital pool company. The qualifying transaction includes the following matters, all of which have been accepted by the exchange.

Acquisition of all shares of Advanced Graph Enterprise Database Inc.

On Oct. 5, 2023, Adagio, 1441651 B.C. Ltd., a wholly owned subsidiary of Adagio (NewCo), and Advanced entered into an amalgamation agreement, pursuant to which Adagio acquired all of the issued and outstanding shares of Advanced by way of a three-cornered amalgamation among Adagio, Newco and Advanced. As consideration for the shares of Advanced, Adagio issued 40,052,000 common shares to the shareholders of Advanced in accordance with the exchange ratio of four Adagio shares (on a postconsolidation basis) for each share of Advanced, including 10,052,000 common shares issued pursuant to the non-brokered private placements referred to below.

In connection with the amalgamation agreement, Advanced completed non-brokered private placements resulting in the issuance of an aggregate of 2,513,000 shares in the capital of Advanced at a price of $2 per share to raise aggregate gross proceeds of $5,026,000, equating to 10,052,000 shares of the resulting issuer at 50 cents after application of the exchange ratio.

Advanced is a private British Columbia company dedicated to developing and delivering cutting-edge DBMS (graph database management system) software and technology and is headquartered in Vancouver, B.C.

In connection with the qualifying transaction, an arm's-length corporate adviser was paid a merger and acquisition advisory fee of 100,000 shares of the resulting issuer and $150,000 in cash.

For more information regarding Advanced, see the filing statement, which is available under AGEDB Technology Ltd.'s profile (formerly Adagio) on SEDAR+.