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Hopefield Ventures Two Inc
Symbol HVII
Shares Issued 17,887,500
Close 2024-09-11 C$ 0.005
Market Cap C$ 89,438
Recent Sedar Documents

Hopefield receives conditional TSX-V OK for Carrier QT

2025-02-05 18:02 ET - News Release

Subject: News release - HVII (Hopefield Ventures Two Inc.) Word Document

File: '\\swfile\EmailIn\20250205 145107 Attachment Hopefield Ventures Two Inc. - Press Release re Conditional Acceptance & Filing Statement - Final.docx'

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Hopefield Ventures Two Inc.

Obtains Conditional Approval for Qualifying Transaction with Carrier Connect

and Files Related Filing Statement

Vancouver, British Columbia, February 5, 2025 - Hopefield Ventures Two Inc. (TSXV: HVII.P) ("HVII" or the "Company") is pleased to announce that, further to its press releases dated September 17, 2024, October 23, 2024 and November 6, 2024, the TSX Venture Exchange ("TSXV") has conditionally approved its previously announced qualifying transaction (the "Qualifying Transaction") with Carrier Connect Systems Ltd. ("Carrier"). In connection with the TSXV's conditional approval of the Qualifying Transaction, the Company has filed a filing statement dated January 31, 2025 (the "Filing Statement") with the TSXV and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Qualifying Transaction, the Company and Carrier can be found in the Filing Statement.

The Qualifying Transaction is scheduled to close at mid-February 2025, but remains subject to various closing conditions, including the final approval of the TSXV. The Company, upon and subject to completion of the Qualifying Transaction (the "Resulting Issuer"), will continue under the name "Carrier Connect Data Solutions Inc." and trade on the TSXV under the symbol "CCDS". Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin which will provide the proposed date on which the Resulting Issuer's common shares will commence trading. Until such time, in accordance with the policies of the TSXV, the Company's common shares are currently halted from trading and will remain so until such time as required by TSXV policies. The Company will issue a further comprehensive press release announcing closing of the Qualifying Transaction and the date on which trading in its common shares will resume, in due course.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions including, without limitation, the receipt of all requisite regulatory approvals (including the final approval of the TSXV) and other conditions that are customary for a transaction of this nature. Where applicable, the Qualifying Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement containing full, true and plain disclosure regarding the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.

About Hopefield Ventures Two Inc.

HVII was incorporated on January 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 TSXV, including Policy 2.4). HVII has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in TSXV Policy 2.4, until the completion of a qualifying transaction (as defined in TSXV Policy 2.4), HVII 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

Carrier operates a Tier II/III data center located in downtown Vancouver, British Columbia, and specializes in delivering co-location and data center solutions to service providers, enterprises and small businesses. Data centers 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 Greater Vancouver Area, where it serves clients who use its facility either as their primary datacenter or as an ancillary site depending on their needs.

Further Information

All information contained in this press release with respect to HVII, 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

Hopefield Ventures Two Inc.

Suite 2200 - 885 West Georgia Street

Vancouver, B.C. V6C 3E8

Attention: Mark Binns, CEO

Telephone: (604) 681-0084

Email: mark.binns1@gmail.com

Carrier Connect Systems Ltd.

1127 15th Street West

North Vancouver, British Columbia V7P 1M7

Attention: Johan Arnet, CEO

Email: johan@carrierconnect.ca

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as "may", "should", "anticipate", "would", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning (a) the completion of the Qualifying Transaction, (b) the ability of HVII and Carrier to satisfy the closing conditions of the Qualifying Transaction; (c) the timing for completing the Qualifying Transaction; (d) the final approval of the TSXV; (e) the name change and expected ticker symbol of the Resulting Issuer; and (f) the trading of the Resulting Issuer's common shares.

The Company cautions that all forward-looking information is inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of HVII and Carrier, including expectations and assumptions concerning HVII, and Carrier, the ability to consummate the Qualifying Transaction, the timely receipt of all required approvals (as applicable), including the final approval of the TSXV, the satisfaction of other customary closing conditions, as well as other risks, uncertainties, and assumptions, including but not limited to assumptions regarding prevailing market conditions and general business, economic, competitive, political and social uncertainties to develop the forward-looking information in this press release. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. There can be no assurance that the Qualifying Transaction will be completed in its entirety or at all. Investors are cautioned that any information released or received with respect to, among other matters disclosed in this press release, may not be accurate or complete and should not be relied upon. Such forward-looking information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information contained in this press release is expressly qualified by this cautionary statement.

The forward-looking information contained in this press release are made as of the date of this press release, and HVII does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

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