Mr. Mark Binns reports

HOPEFIELD VENTURES TWO INC. ANNOUNCES EXECUTION OF UNIT CONTRIBUTION AND EXCHANGE AGREEMENT

Further to the prior press release dated July 20, 2023, Hopefield Ventures Two Inc. has entered into a definitive unit contribution and exchange agreement dated Feb. 5, 2024, with Predictive Technologies LLC, Qeleo Technologies Finance Company Ltd. (FinCo), 1460984 B.C. Ltd., a wholly owned subsidiary of Hopefield Ventures Two (Hopefield Ventures Two SubCo), and certain securityholders of Predictive, which, subject to certain conditions and approval of the TSX Venture Exchange, will result in the reverse takeover of Hopefield Ventures Two by Predictive and is intended to constitute Hopefield Ventures Two's qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX-V).

Summary of the transaction

The transaction will be structured as a securities exchange in accordance with the definitive agreement, pursuant to which Hopefield Ventures Two will acquire all of the issued and outstanding units in the capital of Predictive from the contributors in exchange for the issuance to the contributors of shares in the capital of Hopefield Ventures Two on the basis of 37.9771542350983 contributor consideration shares for each Predictive unit issued and outstanding as at immediately prior to the closing of the transaction resulting in the issuance of 71,428,574 contributor consideration shares at a deemed price per contributor consideration share of 35 cents.

To give effect to the transaction, the following steps will occur immediately prior to the closing in accordance with the definitive agreement:

• FinCo will complete the concurrent financing (as defined and described below).
• FinCo will repurchase the common shares of FinCo held by the initial FinCo shareholder for an amount equal to the subscription price paid for such FinCo shares by the initial FinCo shareholder.
• Hopefield Ventures Two will complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidated Hopefield Ventures Two share for every 3.13031234348438 preconsolidation Hopefield Ventures Two shares, resulting in an aggregate of 5,714,286 postconsolidation Hopefield Ventures Two shares.
• Hopefield Ventures Two will change its name to Qeleo Group Inc. or such other name as Predictive may determine and which is acceptable to the exchange and any other applicable regulatory authorities.
• The subscription receipts (as defined below) shall automatically convert into the FinCo shares and the FinCo warrants (as defined below) in accordance with the terms of an agency agreement to be entered into between FinCo and the agents (as defined below) and a subscription receipt agreement to be entered into between FinCo, the agents and Computershare Trust Company of Canada.
• Hopefield Ventures Two SubCo and FinCo will amalgamate under the Business Corporations Act (British Columbia) to form an amalgamated entity (Amalco), resulting in the indirect acquisition by Hopefield Ventures Two of all the issued and outstanding shares of FinCo.
• Amalco will be liquidated and dissolved, resulting in all the assets of Amalco (being solely the net cash proceeds resulting from the concurrent financing (as defined below)) being transferred to Hopefield Ventures Two by operation of law.
• The applicable parties will complete the securities exchange.

Upon closing, the securityholders of Predictive will hold approximately 71,428,571 shares in the capital of the resulting issuer, representing approximately 83.3 per cent of the resulting issuer shares, whereas the current shareholders of Hopefield Ventures Two will hold 5,714,286 resulting issuer shares, representing approximately 6.7 per cent of the outstanding resulting issuer shares. Investors in the concurrent financing will hold 8,571,428 resulting issuer shares, representing approximately 10.0 per cent of the outstanding resulting issuer shares.

Following closing, the resulting issuer will carry on the business currently carried on by Predictive, and Hopefield Ventures Two will be a Tier 2 technology issuer under the policies of the TSX-V.

Completion of the transaction is subject to the satisfaction of a number of customary conditions, including, but not limited to: (i) receipt of all required approvals and consents relating to the transaction, including without limitation: (A) acceptance by the TSX-V and receipt of other applicable regulatory approvals; (B) any third party consents; and (C) any approvals of the boards of directors and securityholders of Predictive and Hopefield Ventures Two, as applicable and as required by the TSX-V, and under applicable corporate or securities laws; (ii) completion of the consolidation and the concurrent financing; (iii) completion of the share repurchase; (iv) completion of the name change; (v) completion of the amalgamation and Amalco dissolution; (vi) that Hopefield Ventures Two shall have positive working capital; (vii) that FinCo shall have positive working capital and, other than as disclosed to Hopefield Ventures Two in writing, neither Predictive, nor FinCo shall have any long-term debt; (viii) that the director nominees of Predictive shall have been appointed to the board of directors of the resulting issuer, conditional upon the completion of the transaction, and that the management nominees of Predictive shall have been duly appointed as the management of the resulting issuer as of closing; (ix) no material adverse change shall have occurred in the business, results of operations, assets, liabilities or financial condition of Predictive, FinCo or Hopefield Ventures Two, as applicable; (x) there being no prohibition under applicable laws against consummation of the transaction; (xi) that all directors, officers and members of management of Hopefield Ventures Two shall have delivered resignations and mutual releases in form and substance acceptable to Predictive, acting reasonably, and no termination, severance or other fees shall be payable to any such directors, officers or members of management of Hopefield Ventures Two in connection with such resignations and mutual releases; and (xii) that the contributor consideration shares, when issued on closing, shall be validly issued and free and clear of all encumbrances, except for such resale and escrow restrictions imposed by the exchange and applicable securities laws.

As the proposed transaction is not a non-arm's-length qualifying transaction (within the meaning of Policy 2.4), the transaction does not require the approval of the shareholders of Hopefield Ventures Two.

Closing date

In accordance with the definitive agreement, the closing date of the transaction will be the date which is five business days following the satisfaction or waiver of all of the conditions precedent set forth in the definitive agreement and which date shall be no later than 5 p.m. Vancouver time on April 30, 2024, or such other date as may be agreed to in writing by the parties to the definitive agreement.

About Hopefield Ventures Two Inc.

Hopefield Ventures Two is a corporation incorporated under the laws of the Province of British Columbia and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Hopefield Ventures Two was incorporated on Jan. 24, 2022, pursuant to the provisions of the BCBCA.

Hopefield Ventures Two is a capital pool company (within the meanings of the policies of the TSX-V, including Policy 2.4). Hopefield Ventures Two has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until the completion of a qualifying transaction (as defined in Policy 2.4), Hopefield Ventures Two will not carry on any business other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

About Predictive Technologies LLC

Predictive is a technology company which develops and implements state-of-the-art artificial intelligence capabilities, which are delivered through a software-as-a-service business model. These technologies are built on seven years of dedicated research and development. Customers can utilize Predictive's artificial intelligence technologies in their own businesses without having to invest in the infrastructure and expertise to develop these capabilities themselves. They include, amongst others, services such as automated data analytics, natural language processing, predictive modelling, image and video analytics, and assistance and advisory function. Predictive markets its AI technologies under the name Qeleo.

Predictive is a limited liability company existing under the laws of Colorado, United States, which was formed on Sept. 16, 2016. Predictive currently has operations is each of New York, Texas, Washington, D.C., Florida, California, Massachusetts, Maryland and Colorado.

Upon closing of the transaction, it is expected that no other person will own, direct or control, directly or indirectly, 10 per cent or more of the issued and outstanding resulting issuer shares other than as set out in an attached table herein.

Summary of certain historical financial information of Predictive

A summary of certain historical financial information for Predictive is included in an attached table herein.

Proposed directors and senior management team

The parties also anticipate that, in conjunction with and upon closing, all of the directors and officers of Hopefield Ventures Two will resign, and the resulting issuer's board of directors will consist of no fewer than four directors, being Tarka L'Herpiniere, Mike Wing, Andrew Gertler and Brian Morales. The executive officers of the resulting issuer will be appointed by Predictive and are expected to include Mr. L'Herpiniere as chief executive officer, Scott Davis as chief financial officer and Mr. Wing as chief operating officer.

The following are brief biographies of the currently proposed directors and executive officers of the resulting issuer following the transaction.

Tarka L'Herpiniere, chief executive officer and director

Tarka L'Herpiniere, chief executive officer, chief technology officer and a co-founder of Predictive, has been a force in leading Predictive's technology trajectory and overarching strategic plans. Possessing a rich background as a leading software engineer and computer scientist with a focus on artificial intelligence, he has been pivotal in establishing Predictive as a leader in the field of artificial intelligence. Mr. L'Herpiniere's personal achievements, including two Guinness world records for exploration, mirror his professional trait of pushing boundaries. Mr. L'Herpiniere's vision and thoughtful strategies have built a strong foundation for Predictive, ensuring the company's continued commitment to technology innovation and growth. It is expected that Mr. L'Herpiniere will be the chief executive officer and a director of the resulting issuer.

Mike Wing, chief operating officer, corporate secretary and director

As a co-founder and chief operations officer of Predictive, Mr. Wing oversees Predictive's global operations with strategic precision. His central role in managing customer relations management threads the link for above-standard client relationships. Building on his experiences in customer success, Mr. Wing curates effective postsale teams, striking a balance between customer retention and growth. His management acumen is reflected in numerous successful project associations with industry leaders, including Amazon HQ, Nike HQ Campus and Ohio State University. Mr. Wing brings to Predictive his drive and dedication that extend beyond his professional role. His commitment to maintaining a work-life balance allows him to bring a fresh, balanced perspective to his work, ensuring that Predictive stays future-focused and ready to innovate in the AI industry. It is expected that Mr. Wing will be the chief operating officer, corporate secretary and a director of the resulting issuer.

Scott C. Davis, chief financial officer

Scott Davis, CPA, CGA, offers robust expertise in the financial management landscape, harnessing his breadth of experience in accounting for a variety of market sectors. Serving as a partner at Cross Davis & Company LLP since July, 2010, he provides Predictive with an array of financial services, including CFO solutions. His prior role as the assistant financial controller at Appleby in the Cayman Islands from October, 2006, to January, 2010, allowed him to manage essential financial reporting and budgeting operations. Mr. Davis's keen sense of financial strategy was further sharpened at Davidson & Company LLP, where his auditing roles catered to public market entities in North America, and at Pacific Opportunity Capital Ltd., where he oversaw client finances across several sectors. With a professional certification from the Certified General Accountants Association of British Columbia and a diploma in financial management from the British Columbia Institute of Technology, Mr. Davis fortifies Predictive's financial framework, ensuring precision, compliance, and a trajectory toward sustained growth and success within the AI technology sector. It is expected that Mr. Davis will be the chief financial officer of the resulting issuer.

Andrew Gertler, director

Mr. Gertler brings a wealth of insight to his role as a board director, drawing on a 40-year career in business with a specialized focus on alternative investments, including real estate and distressed debt. His expertise was honed through leadership positions and as an adviser to noteworthy Canadian firms and family businesses. During his time as senior vice-president at Hudson Advisors, he handled acquisitions and underwritings for the multibillion-dollar Lone Star Opportunity Fund, overseeing major transactions in North American real estate and distressed assets. Spanning beyond real estate, Mr. Gertler has led successful engagements in initial public offerings, mergers and acquisitions, and has held executive posts such as CEO of a digital media enterprise and CFO of an on-line news company. His management of alternative investments has included strategically navigating venture capital and leveraged management buyouts, aligning with institutions like Morgan Stanley and Goldman Sachs. As a co-founder of Viscount Mining, he raised significant capital for mineral exploration and was integral in Sinomar Capital's alliance with Hunt Mining. Mr. Gertler's dynamic leadership at Lester Asset Management and multiple board positions highlight his strategic prowess and consulting savvy. With degrees from McGill and western Ontario, his top-tier educational foundation amplifies his business acumen, delivering a substantial edge to the Predictive team. It is expected that Mr. Gertler will be an independent director of the resulting issuer.

Brian Morales, director

As a CPA, CA, Mr. Morales brings over two decades of extensive financial expertise to his role as a director of Predictive. Mr. Morales has effectively overseen the financial divisions of several publicly listed mining exploration and development companies, as well as financial technology firms from 2010 to 2017. Currently, Mr. Morales continues to work as a finance consultant and serves as a director for multiple reporting issuers. His vast experience includes taking companies public on various international stock exchanges, encompassing markets in Canada, the United States and England. Commencing his career at Ernst & Young LLP, Mr. Morales has embarked on a successful finance journey, which includes a role as an equity research analyst with Credit Suisse. His expertise and leadership ensure the adept oversight of financial strategies at Predictive. It is expected that Mr. Morales will be an independent director of the resulting issuer.

Concurrent financing

In conjunction with and prior to the closing, Predictive intends to complete a brokered private placement through FinCo of subscription receipts at a price of 35 cents per subscription receipt for gross proceeds of $3-million. Each subscription receipt shall, upon satisfaction of certain conditions, convert into one FinCo share and one-half of one warrant to purchase a FinCo share, with each FinCo warrant entitling the holder to acquire one FinCo share at an exercise price of 50 cents for a period of 24 months following the closing. Pursuant to the transaction, each FinCo share will be exchanged for one resulting issuer share, and each FinCo warrant will be exchanged for one warrant to purchase a resulting issuer share, on the same economic terms as the FinCo warrant. The concurrent financing is being led by Canaccord Genuity Corp. The lead agent reserves the right to invite one or more investment dealers to form a syndicate of agents.

In connection with the concurrent financing, FinCo will pay the agents a cash commission equal to 7 per cent of the gross proceeds from the concurrent financing, subject to a reduced commission of 3.5 per cent for certain subscribers on a president's list of FinCo, and issue compensation warrants exercisable for resulting issuer shares equal to 7 per cent of the number of subscription receipts sold under the concurrent financing, subject to a reduced percentage of 3.5 per cent for certain subscribers on the president's list. Each broker warrant entitles the holder to acquire one resulting issuer share at an exercise price of 50 cents for a period of 24 months from the date of the closing of the transaction. Additionally, FinCo has granted the agents an overallotment option, exercisable for a period of 30 days from and including the date of the closing of the concurrent financing, to purchase up to an additional 15 per cent of the aggregate subscription receipts to be sold pursuant to the concurrent financing.

All of the securities issued pursuant to the concurrent financing will be subject to a resale restriction under applicable Canadian securities laws. Upon closing of the transaction, subject to compliance with Canadian securities laws and any escrow restrictions imposed by the exchange, it is expected that each resulting issuer share issued in exchange for one FinCo share will be free and clear of any resale and escrow restrictions under applicable Canadian securities laws or the rules and policies of the exchange.

Following completion of the concurrent financing, it is intended that the net proceeds from the concurrent financing will be used for working capital and general corporate purposes. There may be purposes where, for sound business reasons, the net proceeds are reallocated for different purposes.

Filing statement

In connection with the transaction and pursuant to the requirements of the exchange, Hopefield Ventures Two intends on filing a filing statement on its issuer profile on SEDAR+, which will contain relevant details regarding the transaction, Hopefield, Predictive and the resulting issuer.

Trading halt

Trading in securities of a capital pool company should be considered highly speculative. Trading has been halted for the Hopefield Ventures Two shares in accordance with TSX-V policies, and will remain halted pending the TSX-V's review of the transaction, completion of various regulatory filings with the TSX-V in connection therewith and satisfaction of other conditions of the TSX-V for the resumption of trading. Trading in Hopefield Ventures Two shares may not resume before the closing.

Bridge loan

Prior to the date hereof, Hopefield Ventures Two has made a cash advance to Predictive in the amount of $25,000 as permitted by Section 8.5 of Policy 2.4, which cash advance was evidenced by a promissory note.

Further information

All information contained in this press release with respect to Hopefield Ventures Two, Predictive and the resulting issuer was supplied by the applicable party for inclusion herein, without independent review by the other parties, and each party and its directors and officers have relied on the other parties for any information concerning the other parties.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as to be disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of Hopefield Ventures Two should be considered highly speculative.

We seek Safe Harbor.