Mr. Mark Binns reports

HOPEFIELD VENTURES TWO INC. ANNOUNCES PROPOSED BUSINESS COMBINATION WITH CARRIER CONNECT SYSTEMS LTD.

Hopefield Ventures Two Inc. has entered into a non-binding letter of intent dated Sept. 16, 2024, to complete a business combination with Carrier Connect Systems Ltd. and the securityholders of Carrier. The transaction will be an arm's-length transaction and, if completed, will constitute Hopefield's qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies)) of the TSX Venture Exchange corporate finance manual.

In connection with the transaction, Hopefield and Carrier will issue a subsequent news release setting out further information contemplated in Policy 2.4.

Trading of Hopefield's common shares has been halted in accordance with the policies of the TSX-V, and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V. It is likely that trading in the Hopefield's common shares will not resume prior to the closing of the transaction.

About Carrier Connect Systems Ltd.

Carrier is a corporation incorporated under the laws of the Province of British Columbia and was incorporated on July 24, 2019, pursuant to the provisions of the Business Corporations Act (British Columbia).

Carrier operates a Tier 2/3 data centre in Vancouver, B.C., having acquired the facility from Distributel Communications in 2022. Carrier specializes in delivering co-location and data centre solutions to service providers, enterprises and small businesses, primarily serving the Vancouver area. As a carrier-neutral facility, Carrier's systems are fully independent and owned outright within its leased space. Carrier is actively expanding its footprint to meet growing demand.

About Hopefield Ventures Two Inc.

Hopefield 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 was incorporated on Jan. 24, 2022, pursuant to the provisions of the BCBCA.

Hopefield is a capital pool company (within the meanings of the policies of the TSX-V, including Policy 2.4). Hopefield 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 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.

Terms of the transaction

The letter of intent is intended as an expression of mutual intention of the parties to proceed toward negotiating the definitive agreement, provided that there is no assurance that a definitive agreement will be negotiated or entered into. The final structure of the transaction is subject to receipt of final tax, corporate and legal (including securities law) advice for both Hopefield and Carrier, and will be disclosed in a subsequent press release. The transaction shall be structured so as to provide the Carrier securityholders with securities of Hopefield that are economically equivalent to their securityholdings in Carrier, all in a manner that is tax efficient to such holders. The transaction is expected to be completed by way of a three-cornered amalgamation, plan of arrangement, takeover bid, share purchase or other similar form of transaction, or a series of transactions that has a similar effect, pursuant to the laws of the Province of British Columbia. The publicly traded entity resulting from the transaction is referred to as the resulting issuer.

Pursuant to the terms and conditions of the LOI, Carrier and Hopefield have agreed to diligently act in good faith to negotiate the terms and conditions of a definitive agreement incorporating the principal terms of the transaction as described in the LOI and, in addition, such other terms and provisions of a more detailed nature as the parties may agree upon and as are customary for transactions of this nature.

In the definitive agreement, each of Hopefield, Carrier and Carrier securityholders will make such representations and warranties as are customary in transactions of this nature, including, without limitation, representations as to the power, authority and standing of such parties to engage in the contemplated transaction; the absence of material pending or, to the knowledge of the parties, threatened litigation and liabilities (contingent or otherwise) affecting the business of any party in relation to the transaction; the absence of any material default by either of the parties under the terms of any material contract; and the accuracy in all material respects of the information, contracts and other materials furnished by either of the parties for review by the other party.

The parties intend to enter into the definitive agreement on or before Oct. 15, 2024, or such other date as agreed to by the parties.

In addition, either party may terminate the LOI before entering into the definitive agreement if: (a) on or before Sept. 30, 2024, it is not reasonably satisfied with the results of its due diligence investigations of the other party or as to the legal or tax consequences of concluding the transaction; (b) the parties have not entered into the definitive agreement on or before Oct. 15, 2024, or such other dates as the parties agree in writing; or (c) if any law, regulation or judgment of a governmental authority of competent jurisdiction makes the completion of the transaction or the transactions contemplated by the LOI illegal or otherwise prohibited, and such law has become final and non-appealable. The LOI may also be terminated by written agreement of the parties to terminate the LOI and automatically upon the delivery of the definitive agreement.

It is not currently contemplated that Hopefield will require the approval of its shareholders for any of the matters set forth in the LOI. However, if required, Hopefield will, prior to the completion of the transaction, seek shareholder approval, including by way of calling and holding a meeting of its shareholders in accordance with applicable corporate and securities laws, to effect: (i) the election of the resulting issuer board (as defined below), conditional upon the completion of the transaction; (ii) the name change (as defined below); (iii) the consolidation (as defined below); (iv) the transaction; or (v) any component thereof as may be required by the exchange.

Name change

In connection with the transaction, the parties have agreed that Hopefield will propose to change its name to Carrier Connect Data Solutions Inc. or such other name as may be determined by Carrier and Hopefield, subject to the approval of the exchange.

Consolidation and capitalization

Immediately prior to the share exchange contemplated by the transaction, Hopefield will complete a consolidation of its issued and outstanding capital on the basis of one postconsolidated common share of Hopefield for every 2.98125 preconsolidation common shares of Hopefield, resulting in an aggregate of six million Hopefield postconsolidated shares.

Pursuant to the applicable steps of the transaction, the equity capital of Hopefield and Carrier will be reorganized as contemplated by the LOI, such that:

• The consolidation will be implemented.
• Existing holders of Hopefield's convertible securities shall become holders of equivalent convertible securities of the resulting issuer, adjusted for the consolidation.
• Carrier securityholders shall receive $100,000 in aggregate as shareholder loan repayments.
• Carrier securityholders shall receive an aggregate of 3.6 million common shares of the resulting issuer in exchange the Carrier securities, on a pro rata basis.
• Hopefield shall become the holder of all Carrier securities.

Following the transaction and the consolidation, the resulting issuer will have approximately 9.6 million resulting issuer shares issued and outstanding, of which the shareholders of Hopefield will hold approximately six million common shares (62.5 per cent) and the shareholders of Carrier will hold approximately 3,6 million common shares (37.5 per cent).

A portion of the resulting issuer shares may be subject to escrow provisions, which shall be imposed by the policies of the TSX-V and/or applicable securities laws. If applicable, these escrowed securities will be held in escrow and released, over time, as determined by the TSX-V and/or applicable securities laws.

Conditions of the transaction

Completion of the transaction is subject to the satisfaction of a number of customary conditions, including, among other things: (i) completion of satisfactory due diligence by Carrier and Hopefield of the other party; (ii) the negotiation and execution of the definitive agreement; (iii) the resulting issuer entering into an employment or consulting agreement with Mark Binns for his role as chief executive officer of the resulting issuer, on terms acceptable to Mr. Binns and Carrier; (iv) the resulting issuer entering into an employment or consulting agreement with Johan Arnet for his role as chief technology officer of the resulting issuer, on terms acceptable to Mr. Arnet and Hopefield; (v) Carrier providing its audited financial statements for the financial years ended June 30, 2023, and 2024, as well as reviewed interim financial statements as required by the exchange in connection with the completion of the transaction; (vi) the appointment of the resulting issuer board, conditional upon the completion of the transaction; (vii) receipt of all required approvals and consents relating to the transaction, including without limitation: (A) the TSX-V's approval for the listing of the resulting issuer's shares; (B) the receipt of all requisite approvals of Hopefield's securityholders and the Carrier securityholders, as required by the exchange or applicable corporate or securities laws to implement the transaction; (viii) completion of the consolidation; (ix) Carrier shall have no debt other than accounts payable, such debt not to exceed $30,000; (x) Hopefield shall have positive working capital; (xi) no material adverse change shall have occurred in the business, results of operations, assets, liabilities or financial condition of Carrier or Hopefield, as applicable; (xii) the resulting issuer shall have a shareholder base that satisfies the minimum public float and distribution requirements of the exchange; (xiii) delivery of all customary closing documentation to be set out in the definitive agreement; (xiv) there being no prohibition under applicable laws against consummation of the transaction; (xv) immediately prior to closing the transaction, there being no more than six million Hopefield postconsolidated shares; and (xvi) the parties shall be in compliance in all material respects with the terms of the all documents related to the transaction.

Exclusivity

Pursuant to the terms of the LOI, in consideration of the expenses that each of the parties has incurred and will incur in connection with the transaction, Carrier and Hopefield have agreed that, from the date of the LOI until its termination in accordance with its terms, neither party or its representatives (including the Carrier securityholders) will initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons to acquire all or any portion of the respective businesses or assets of Hopefield or Carrier, as applicable, whether by business combination, amalgamation, arrangement, purchase of shares, purchase of assets, tender offer, takeover bid or otherwise, provide any non-public information to any third party in connection with an acquisition proposal, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transaction. Carrier and Hopefield have agreed that in the event of a breach of the exclusivity provisions by Carrier or the Carrier securityholders, Carrier will pay a breach fee of $10,000 to Hopefield, and in the event of a breach of the exclusivity provisions by Hopefield, Hopefield will pay a breach fee of $10,000 to Carrier, with all such payments to be made within two business days of such breach.

The resulting issuer

Upon closing of the transaction, Hopefield shall complete the name change and assume the corporate name of Carrier Connect Data Solutions Inc. or such other name as may be determined by Carrier and Hopefield, which will be the name of the resulting issuer.

The resulting issuer will be involved in the technology subsector of the TSX-V upon completion of the transaction.

If the transaction is completed, the board of directors of the resulting issuer shall be reconstituted in a manner that complies with the requirements of the exchange and applicable securities and corporate laws, such that it will consist of four directors, being Mr. Binns, Mr. Arnet, and two independent directors to be mutually approved by Hopefield and Carrier, and Mr. Binns shall become the chairman of the resulting issuer board.

Information regarding the principals and insiders (as such terms are defined under the policies of the TSX-V) of the resulting issuer will be disclosed in a subsequent press release.

Escrow

A portion of the resulting issuer shares may be subject to escrow provisions, which shall be imposed by the policies of the exchange and/or applicable securities laws.

Sponsorship and advisers

Hopefield intends to make an application for exemption from the sponsorship requirements of the TSX-V in connection with the transaction; however, there is no assurance that the TSX-V will exempt Hopefield from all or part of the applicable sponsorship requirements.

Non-arm's-length parties

No party to the transaction or its respective associates or affiliates (as such terms are defined in the manual) are control persons (as defined in the manual) of both Hopefield and Carrier, and as such, the transaction will not be a non-arm's-length party transaction (as defined in the manual).

No non-arm's-length party (as defined in the manual) to Hopefield: (a) has any direct or indirect beneficial interest in Carrier; (b) is an insider of Carrier; or (c) has any relationship with the non-arm's-length parties to the qualifying transaction (as defined in the manual).

Further information

Hopefield and Carrier will provide further details in respect of the transaction, including a summary of the structure of the transaction, the amount and type of consideration to be paid in connection with the transaction, the professional biographies of the principals and insiders of the resulting issuer, and additional financial information relating to Carrier in due course once available by way of press release.

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

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable, pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or 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 should be considered highly speculative.

We seek Safe Harbor.