Mr. Mark Binns reports

HOPEFIELD VENTURES TWO INC. ANNOUNCES AGREEMENT TO ACQUIRE CARRIER CONNECT SYSTEMS LTD. AS ITS QUALIFYING TRANSACTION

Hopefield Ventures Two Inc., further to its news release dated Sept. 17, 2024, has entered into a definitive share purchase agreement dated Oct. 23, 2024, with Carrier Connect Systems Ltd. and the shareholders of Carrier, which will, subject to certain conditions and approval of the TSX Venture Exchange, constitute Hopefield Ventures Two's qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX-V).

Carrier is a private arm's-length company that operates a Tier II/Tier III data centre in Vancouver, B.C., and specializes in delivering co-location and data centre solutions to service providers, enterprises and small businesses.

Summary of the transaction

The transaction will be carried out pursuant to the terms of the definitive agreement, a copy of which is filed on the company's SEDAR+ profile. The below description of the terms of the transaction is qualified in its entirety by reference to the full text of the definitive agreement.

The definitive agreement provides that Hopefield Ventures Two will acquire all of the issued and outstanding common shares in the capital of Carrier from the vendors in exchange for the issuance of an aggregate of 3.6 million resulting issuer shares (as defined below) to the vendors and by causing Carrier to pay to certain creditors of Carrier an aggregate of $100,000. To give effect to the transaction, the company will:

• Effect a consolidation of its issued and outstanding common shares on the basis of one postconsolidated company share for each 2.98125 preconsolidation company shares, which will result in there being six million postconsolidation company shares issued and outstanding;
• Change its name to Carrier Connect Data Solutions Inc. or such other name as Carrier or Hopefield Ventures Two may determine, and which is acceptable to the exchange and any other applicable regulatory authorities;
• Cause Carrier to pay the cash consideration;
• Issue an aggregate of 3.6 million postconsolidation and post-name-change company shares to the vendors in exchange for all of the issued and outstanding Carrier shares.

Upon the closing of the transaction, Carrier will be a wholly owned subsidiary of the company and the company (now the resulting issuer) will carry on the business currently carried on by Carrier, and the resulting issuer will be a Tier 2 technology issuer under the policies of the TSX-V. The vendors will hold 3.6 million resulting issuer shares, representing approximately 37.5 per cent of the outstanding resulting issuer shares, and the current shareholders of Hopefield Ventures Two will hold six million resulting issuer shares, representing approximately 62.5 per cent of the outstanding resulting issuer shares. For the purposes of the transaction, the resulting issuer shares issued in exchange for the Carrier shares will be valued at five cents per share. Certain resulting issuer shares will be subject to escrow in accordance with the rules 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 Carrier 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; (iii) completion of the name change; (iv) Hopefield Ventures Two shall have positive working capital; (v) Carrier shall have no debt other than accounts payable, such debt not to exceed $30,000, after accounting for the payment of the cash consideration; (vi) the board of directors of the resulting issuer shall be reconstituted, such that it will consist of four directors, being Mark Binns (chair), Johan Arnet, Mitch Demeter and Peter Smyrniotis, and the exchange shall not have objected to the appointment the resulting issuer board; (vii) the resulting issuer entering into an employment or consulting agreement with Mr. Arnet for his role as chief technology officer of the resulting issuer; (viii); the resulting issuer entering into an employment or consulting agreement with Mr. Binns for his role as chief executive officer of the resulting issuer; (ix) no material adverse change shall have occurred in the business, results of operations, assets, liabilities or financial condition of Carrier or Hopefield Ventures Two, as applicable; (x) there being no prohibition under applicable laws against consummation of the transaction; and (xi) the 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.

In accordance with the definitive agreement, the closing date of the transaction will take place electronically at such time and date as the company may determine following the satisfaction of all conditions of closing, and which date shall be no later than 5 p.m. Vancouver time on Dec. 31, 2024, or such other date as may be agreed to in writing by the company and Carrier. In the event any of the conditions set forth above are not completed or the transaction does not proceed, the company will notify shareholders.

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.

About Hopefield Ventures Two Inc.

Hopefield Ventures Two was incorporated on Jan. 24, 2022, pursuant to the provisions of the Business Corporations Act (British Columbia), is a reporting issuer in the provinces of British Columbia, Alberta and Ontario, and 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 Carrier Connect Systems Ltd.

Carrier was incorporated pursuant to the BCBCA on July 24, 2019. Carrier operates a Tier II/Tier III data centre located in downtown Vancouver, B.C., and specializes in delivering co-location and data centre solutions to service providers, enterprises and small businesses. Data centres are the physical locations that store computing machines and their related hardware equipment, such as servers, data storage drives and network equipment. As a carrier-neutral facility, Carrier's systems are fully independent and owned outright within its leased space. The current principal market for Carrier is the Vancouver metropolitan area, where it serves clients that use its facility either as their primary data centre or as an ancillary site depending on their needs.

Carrier initially operated a micro data centres in the Spencer Building at Harbour Centre in Vancouver, B.C., primarily offering core network points of presence for four to six clients. In February, 2022, Carrier secured a larger space at 200 Burrard in Vancouver. Following a brief migration, the Spencer Building facility, which housed seven racks, was closed in favour of the 200 Burrard site, which supports over 45 racks. The remaining presence at the Spencer Building is located in the facility's Meet-Me Room, providing full access to land connections and interconnection with Vancouver's Internet hub, while also supporting expansion at the 200 Burrard data centre.

The major data centre operators in the Vancouver area are: (i) Cologix; (ii) Estruxtures; (iii) Zayo; (iv) Equinix; (v) Datacenter.com; and (vi) Hostway. The continuing rapid growth of artificial intelligence (AI), centralized computing, information technology (IT) outsourcing and remote work environments is driving an increasing need for suitable facilities. Data centre space demand is rapidly increasing in the Vancouver market and management of the company believes that Carrier is well positioned to grow alongside the increasing demand for data centre space in Vancouver.

Summary of certain historical financial information of Carrier

A summary of certain historical unaudited financial information for Carrier is included in an attached table.

Proposed directors and senior management team

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

Mark Binns, proposed CEO, corporate secretary and director

Mr. Binns is a seasoned entrepreneur and public markets CEO and director, with over 25 years of experience building B2B (business-to-business) and B2C (business-to-consumer) companies in the cryptocurrency, retail and telecom industries. 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 a current director and former CEO of Bigg Digital Assets Inc., a former director of Wonderfi Technologies Inc., a former director of Sparx Technologies Inc. (now Tablas Ventures Corp.), and a former director of Netcoins Holdings Inc.

Zula Kropivnitski, proposed CFO

Ms. Kropivnitski has over 15 years of experience in financial reporting with public companies listed on Canadian and United States stock exchanges in the resource and technology sectors. Ms. Kropivnitski received her chartered professional accountant designation from the Certified General Accountants Association of British Columbia, Canada, and later obtained her ACCA designation from the Association of Chartered Certified Accountants of United Kingdom. Ms. Kropivnitski has a masters in applied mathematics from the National Research Nuclear University at the Moscow Engineering Physics Institute. Notable positions include CFO of Silver Elephant Mining Corp. from July, 2022, to December, 2022, CFO of HS Govtech Ltd. and CFO with Abraplata Resource Corp. (now Abrasilver Resource Corp.) from 2016 to 2019.

Johan Arnet, proposed CTO and director

Mr. Arnet is the founder of Carrier and has started and grown nine IT, Internet and telecom companies since 1995, including Turnium Technology Group Inc. and Multapplied Networks Inc. After studying computer science at Simon Fraser University in Burnaby, B.C., Mr. Arnet left to become an entrepreneur and continue the IT consulting work that he had started in high school. In 1999, he received the Young Entrepreneur of the Year Award from the Business Development Bank of Canada. He is currently a director of Turnium Technology Group, an industry leader in cloud-native software-defined wide-area networking solutions (SD-WAN) and a TSX-V-listed company.

Peter Smyrniotis, proposed director

Mr. Smyrniotis is an executive operator who leads and partners with start-ups to achieve growth and secure venture backed funding. He works with the CEOs and executive teams within his portfolio to build high performance teams that develop robust product road maps, comprehensive GTM strategic plans and then a capital plan to build high-growth, high-value ventures. He has launched several innovative SaaS (software-as-a-service) applications, B2B and B2C marketplaces, and Web 3 ventures in health technology, property technology, networking as a service/cloud, creator economy and security. Mr. Smyrniotis is currently a director of Victory Square Technologies, a leading Canadian technology accelerator, as well as a director of Spark RE Technologies Inc., CoPilot AI, Turnium Technology Group and Rentatee Technologies Inc. His work focuses on providing strategic guidance and execution on corporate governance, financing activities, organizational development, product market fit, business development, and commercializing new products and services.

Mitchell Demeter, proposed director

Mr. Demeter is a seasoned entrepreneur and blockchain pioneer with over 15 years of experience in scaling and leading high-growth companies. As the former president of Netcoins Inc., he played a pivotal role in scaling it into one of Canada's leading digital asset exchanges. Co-founder of Bitcoiniacs and Cointrader Exchange Inc., two of Canada's first cryptocurrency exchanges, Mr. Demeter also served as a director of Bigg Digital Assets, the parent company of Netcoins. Currently, he serves as an independent director at Bitcoin Well and Neptune Digital Assets. His expertise spans business development, strategic leadership, and building partnerships across the financial technology and blockchain industries.

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 disclosed in an attached table.

Filing statement

In connection with the transaction and pursuant to TSX-V requirements, the company will file a filing statement under its profile on SEDAR+, which will contain relevant details regarding the transaction, Hopefield Ventures Two, Carrier 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 company 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 the company's shares may not resume before the closing.

Sponsorship

Under the policies of the TSX-V, the parties to the transaction will be required to engage a sponsor for the transaction unless an exemption or waiver from this requirement can be obtained. The company intends to apply to the TSX-V for a waiver from the sponsorship requirements for the transaction based upon the waivers available in TSX-V policies. There is no assurance that a waiver from this requirement can or will be obtained.

Arm's-length transaction

The transaction was negotiated by parties that are dealing at arm's length with each other and therefore the transaction is not a non-arm's-length qualifying transaction in accordance with the policies of the TSX-V.

Finders' fees

No finders' fees or commissions are payable by the company or Carrier in connection with the closing of the transaction.

Further information

All information contained in this news release with respect to Hopefield Ventures Two, Carrier 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. The summary of certain historical financial information of Carrier contained in this news release has been provided by Carrier, is unaudited, and may be adjusted in the company's filing statement once it has been audited and such adjustments may be material.

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.

We seek Safe Harbor.