Mr. Scott Ackerman reports

AUSTPRO AND DEFI ANNOUNCE PROPOSED REVERSE TAKEOVER

Austpro Energy Corp. has entered into a binding letter of intent dated as of April 15, 2021, with DeFi Ventures Inc. The letter of intent outlines the proposed terms and conditions pursuant to which Austpro and DeFi will effect a business combination that will result in a reverse takeover of Austpro by the security holders of DeFi. The LOI was negotiated at arm's length.

DeFi, a private company incorporated pursuant to the laws of British Columbia, is a technology company seeking to streamline access to the assets and protocols that power the new era of decentralized finance. DeFi is preparing to launch DFX, its proprietary dashboard that integrates with the entire DeFi ecosystem, in the coming months. DeFi utilizes a data-driven approach in creating and capturing value in the DeFi ecosystem through both technology and assets. DeFi currently has 27,059,998 common shares issued and outstanding, and 400,000 stock options, which are exercisable at 25 cents per share with 250,000 stock options expiring on March 5, 2026, and 150,000 stock options expiring on March 29, 2026.

Terms of the acquisition

The acquisition will be completed through a definitive agreement that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions, and will be structured as an amalgamation, arrangement, takeover bid, share purchase, or other similar form of transaction or a series of transactions that have a similar effect with Austpro acquiring all securities of DeFi and DeFi security holders becoming security holders of the company. The final structure for the acquisition is subject to satisfactory tax, corporate and securities law advice for both Austpro and DeFi.

In connection with the acquisition, the company will be required to, among other things, change its name to a name requested by DeFi and acceptable to applicable regulatory authorities, consolidate its outstanding Austpro shares on a 8.727-old-for-one-new basis, and cancel all currently issued and outstanding convertible securities.

Under the terms of the acquisition, shareholders of DeFi will be issued postconsolidation common shares of Austpro in exchange for DeFi shares on a one-for-one basis. This will result in the issuance of 27,059,998 consideration shares based on the current capital structure of DeFi. The acquisition will also provide that all outstanding options to purchase DeFi shares shall be exchanged for economically equivalent securities of the resulting issuer (as defined herein). Certain of the consideration shares will be subject to escrow pursuant to the policies of the Canadian Securities Exchange.

Following completion of the acquisition, it is anticipated that there will be 28,760,190 postconsolidated common shares issued and outstanding in the resulting issuer (excluding securities issued pursuant to the DeFi financing described herein), of which shareholders of DeFi will own 27,059,998 and shareholders of Austpro will own 1,700,192.

Further details of the acquisition will be included in subsequent news releases and disclosure documents (which will include additional business and financial information in respect of DeFi) to be filed by the company in connection with the acquisition.

Completion of the acquisition is subject to a number of conditions, including completion of the DeFi financing, receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents including the definitive agreement, approval of the TSX Venture Exchange for the delisting of the common shares of Austpro from the NEX board of the TSX-V, and conditional approval of the CSE for the listing of the resulting shares (as defined herein) following completion of the acquisition.

Financing

DeFi has engaged PI Financial Corp. to act as lead agent and sole book runner to complete a brokered private placement to accredited investors, of subscription receipts, to raise a minimum of $7.5-million at a price of $1 per subscription receipt.

Immediately prior to completion of the acquisition, on satisfaction of the escrow release conditions (as defined herein), each subscription receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one common share of DeFi. The DeFi shares issuable upon exercise of the subscription receipts will be exchanged for one common share of the issuer resulting from completion of the acquisition.

The subscription receipts will be issued pursuant to a subscription receipt agreement to be entered into by DeFi, the agent and an escrow agent, as subscription receipt agent. Pursuant to the subscription receipt agreement, the gross proceeds of the DeFi financing (less 50 per cent of the agents' cash commission and all of the agents' expenses) will be deposited in escrow on closing of the DeFi financing pending satisfaction of certain conditions, including, amongst others, the satisfaction or waiver of each of the conditions precedent to the acquisition, the resulting issuer being conditionally approved for listing on the CSE and the receipt of all required shareholder and regulatory approvals in connection with the acquisition and the DeFi financing.

Upon closing of the DeFi financing, the agent will receive a corporate finance fee of $50,000, and a cash commission equal to 7 per cent of the gross proceeds of the DeFi financing, provided that one-half of the commission will be held in escrow pursuant to the subscription receipt agreement, to be released on completion of the acquisition. Upon closing of the DeFi financing, the agent shall be issued such number of agents' warrants as is equal to 7 per cent of the number of subscription receipts sold pursuant to the DeFi financing, each such agent's warrant to be exchanged for one agent's warrant of the resulting issuer upon closing of the acquisition. Each resulting issuer agents' warrant will be exercisable to acquire one resulting issuer share at an exercise price of $1 per share for a period of 24 months from closing of the acquisition, subject to adjustment in certain events.

All securities issued by the resulting issuer in connection with the DeFi financing will be free trading upon completion of the acquisition.

Board of directors and management changes

On completion of the acquisition, the company's board of directors and management team will be reconstituted to consist of four directors determined by DeFi, as listed herein. Information on additional management appointments, including the chief financial officer and corporate secretary, will be disclosed when available.

Ben Samaroo, chief executive officer and director

Mr. Samaroo is an entrepreneur with executive and advisory experience in private and public companies in financial technology, blockchain and digital assets. Mr. Samaroo was formerly an executive officer of First Coin Capital, a cryptocurrency start-up acquired by Galaxy Digital, and served on the Galaxy Digital leadership team. He serves as an adviser to the British Columbia Securities Commission on the Fintech Advisory Forum and to FINTRAC (Financial Transactions and Reports Analysis Centre of Canada) on virtual currencies. Mr. Samaroo holds his juris doctor and bachelor of commerce from the University of Alberta.

Cong Ly, chief technology officer and director

Mr. Ly is an experienced technology leader with extensive working knowledge in fintech, blockchain and distributed computing development. Mr. Ly held management positions at Hootsuite, responsible for the volume business and strategic integration. He also served as the director of technology at First Coin Capital, which was acquired by Galaxy Digital. Mr. Ly holds a master of science degree with specialization in distributed multimedia systems from Simon Fraser University. His research in distributed computing has been extensively published in major ACM Multimedia conferences and journals including IEEE Transactions on Multimedia.

Dean Sutton, chief strategy officer and director

Mr. Sutton is a technology founder, venture builder and investor with a decade of experience in leading technology-centric companies through development, financing and commercialization. As an active founder, executive and participant in fintech, blockchain and digital currencies since 2015, he has supported and advised a number of companies, including the first bitcoin mining company to list on the London Stock Exchange. He is a co-founder of LQwD Financial Corp., a bitcoin infrastructure and payments company focused on the lightning network, and Atlas One Digital Securities, a Canadian digital securities investment platform. He is a member of the Forbes Technology Council, a mentor with the Branson Centre of Entrepreneurship, and an avid supporter of the fintech and crypto start-up ecosystem.

Mark Binns, director

Mr. Binns is a seasoned entrepreneur and public markets CEO and director with over 25 years of experience building business-to-business and business-to-consumer companies in the cryptocurrency, retail and telecom industries. With a focus on building customer-driven sales and marketing strategies, Mr. Binns has completed multiple successful exits and has taken start-ups from two people to over $500-million valuations. Mr. Binns also has a successful consulting career providing strategic advice on customer acquisition and revenue growth to Fortune 1000 technology companies including Blackberry, Cisco and Rogers Communications. Mr. Binns is currently the CEO and director of BIGG Digital Assets, which trades on the CSE under the ticker BIGG.

The common shares of the company will remain halted until all necessary filings have been accepted by the applicable regulatory authorities.

We seek Safe Harbor.