Mr. Albert Contardi reports

HAVILAND ENVIRO CORP. ANNOUNCES LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH XOGEN TECHNOLOGIES INC.

Haviland Enviro Corp. has entered into a non-binding letter of intent with Xogen Technologies Inc., dated May 9, 2023, which outlines the general terms and conditions of a proposed business combination, by way of a share exchange, merger, three-cornered amalgamation, arrangement or other similar form of transaction, taking into account various corporate, securities, tax and other considerations.

It is anticipated that the proposed transaction will constitute the qualifying transaction of the company in accordance with TSX Venture Exchange Policy 2.4 -- Capital Pool Companies (the CPC policy). The resulting company following the completion of the proposed transaction is referred to as the resulting issuer. The proposed transaction will not constitute a non-arm's-length transaction (as such term is defined in the CPC policy).

About Xogen Technologies Inc.

Xogen is a private company incorporated on June 3, 2004, under the laws of the Province of Alberta. Xogen is a cleantech company in the water sector that has developed a proprietary advanced electro-oxidation (AEO) technology for the treatment of ammonia and other contaminants in water. During the process of treating these contaminants, the Xogen system generates valuable off gases -- hydrogen, oxygen and nitrogen, with trace amounts of CO2 (carbon dioxide). All of these gases can be recaptured as a cost benefit to operating the system. Xogen has successfully demonstrated the viability of its system with pilot plants at a number of landfill sites in Canada and the United States. Xogen also has a commercial-scale pilot plant installed at the University of Massachusetts to demonstrate treatment efficacy to potential United States customers.

Terms of the proposed transaction

Pursuant to the terms and conditions of the letter of intent, the company and Xogen will negotiate and enter into a definitive agreement incorporating the principal terms of the proposed transaction as described in the letter of intent on or before June 15, 2023. The terms and conditions outlined in the letter of intent are non-binding on the parties, and the letter of intent is expected to be superseded by the definitive agreement. Pursuant to the terms of the proposed transaction, the holders of the issued and outstanding Class A common shares of Xogen shall receive an aggregate of 25 million common shares of the resulting issuer on the basis of one resulting issuer share for each three Xogen shares held. Any options, warrants other convertible securities, or other right to purchase or acquire Xogen shares that may be outstanding at the time of completing the proposed transaction shall be exchanged in accordance with the exchange ratio for similar securities to purchase resulting issuer shares on substantially the same terms and conditions. Following the completion of the proposed transaction, Xogen will become a wholly owned subsidiary of the company, which will continue the business of Xogen.

Pursuant to the terms of the letter of intent, until the earliest of: (i) the completion of the proposed transaction; or (ii) the termination of the letter of intent in accordance with its terms, each of the company and Xogen have agreed not to solicit, negotiate, accept or discuss with any other entity, any transaction that would be in opposition to or in competition with the proposed transaction.

The completion of the proposed transaction is subject to a number of terms and conditions, including and without limitation to the following: (a) negotiation and execution of the definitive agreement; (b) the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the approval of the TSX-V; (c) Xogen having advanced its business sufficiently to meet the TSX-V listing requirements and being able to establish value on an acceptable basis to the company in accordance with TSX-V policies; (d) there being no material adverse changes in respect of either the company or Xogen; (e) closing of the concurrent financing (as defined below); and other standard conditions of closing for a transaction in the nature of the proposed transaction. There can be no assurance that a definitive agreement will be successfully negotiated or entered into, or that all of the necessary approvals will be obtained, or that all conditions of closing will be met.

Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 technology issuer on the TSX-V, with Xogen as its primary operating subsidiary.

Board of directors and management

The board of directors of the resulting issuer upon completion of the proposed transaction will consist of David Johnston, David Snowden, Monique Charbonneau and Al Abbas, all subject to the approval of such nominees by the TSX-V, and such nominees will be duly nominated and proposed for consideration for election by the shareholders of the company at a meeting of shareholders of the company, and the company shall solicit proxies in favour of the appointment of such nominees to the board of directors. Subject to TSX-V approval, management of the resulting issuer upon completion of the proposed transaction will be composed of nominees of Xogen to be confirmed in the definitive agreement.

Concurrent financing

Prior to, or concurrent with, the closing of the proposed transaction, Xogen shall complete a private placement at a price per equity security to be determined in the context of the market by Xogen, acting reasonably, and conform to the minimum requirements as required by the TSX-V for qualifying as a qualifying transaction and subsequent trading on the TSX-V but, in any event, such concurrent financing will seek to raise aggregate gross proceeds in the minimum amount of $500,000. Further details regarding the concurrent financing will be provided by the company in one or more subsequent news releases. There can be no assurance that a concurrent financing will be successfully completed.

Reinstatement to trading

In accordance with the policies of the TSX-V, the common shares of the company are currently halted from trading and will remain so until such time as the TSX-V determines, which, depending on the policies of the TSX-V, may not occur until completion of the proposed transaction.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, the company will file a filing statement or a management information circular on its issuer profile on SEDAR, which will contain details regarding the proposed transaction, the company, the concurrent financing and the resulting issuer.

Sponsorship of qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. The company intends to apply for an exemption from the sponsorship requirements.

About Haviland Enviro Corp.

The company is a capital pool company and its common shares are listed for trading on the TSX-V under the symbol HEC.P. The company has not commenced commercial operations and has no assets other than cash. As at Dec. 31, 2022, the company had cash and near-cash assets, net of liabilities, of approximately $309,001.

As of the date hereof, the company has 12,606,500 common shares issued and outstanding, and has issued convertible securities to acquire an aggregate of 706,880 common shares of the company at an exercise price of 10 cents per common share. At the time of closing of the proposed transaction, assuming the closing of the concurrent financing, it is anticipated that the resulting issuer will have approximately 37,606,500 common shares and 706,880 convertible securities outstanding.

Additional information

The company will provide further details in respect of the proposed transaction and Xogen, including any required financial information of Xogen, in due course by way of one or more press releases in accordance with the requirements of the CPC policy.

Further information

Further details about the proposed transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a definitive agreement, and in the disclosure document to be prepared and filed in respect of the proposed transaction. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed 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.

Information concerning Xogen, including the proposed directors of the resulting issuer, has been provided to the company by Xogen for inclusion in this press release.

We seek Safe Harbor.