Mr. Jonathan Wiesblatt reports

LIQUID META AND CELLVIEW IMAGING INC. ENTER INTO LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION

Liquid Meta Capital Holdings Ltd. has entered into a binding letter of intent with Cellview Imaging Inc. to effect an arm's-length transaction that will result in the reverse takeover of Liquid Meta by Cellview to ultimately form the resulting issuer. It is intended that the proposed transaction will constitute a reverse takeover of Liquid Meta under the policies of CBOE Canada, and following completion of the proposed transaction, the resulting issuer will carry on the business currently carried on by Cellview.

Pursuant to the terms of the LOI, it is intended the proposed transaction will be effected by way of a three-cornered amalgamation, share exchange, plan of arrangement or such other transaction structure as will result in Cellview becoming a wholly owned subsidiary of Liquid Meta or otherwise combining its corporate existence with that of Liquid Meta. The final structure of the proposed transaction is subject to receipt by the parties of tax, corporate and securities law advice, and will be agreed to pursuant to a definitive agreement in respect of the proposed transaction.

There are currently an aggregate of 53,837,246 common shares of Liquid Meta issued and outstanding, as well as 1,745,755 stock options and 437,044 common share purchase warrants of Liquid Meta. Pursuant to the LOI, the holders of the issued and outstanding shares of Cellview will receive such number of Liquid Meta shares for each Cellview share held such that, upon completion of the proposed transaction, shareholders of Cellview will hold approximately 75 per cent of the issued and outstanding common shares of the resulting issuer, subject to adjustment in certain circumstances (including the issuance of the additional bridge loan (as defined below)) and prior to giving effect to the subsequent financing (as defined below) and any additional amounts invested by a third party into Cellview or a to-be-formed financing entity to satisfy the minimum cash conditions in connection with the proposed transaction. Additionally, it is anticipated that all securities convertible, exercisable or exchangeable for Cellview shares will be converted or exchanged (or otherwise become convertible or exercisable in accordance with their terms) into similar securities of the resulting issuer on substantially similar terms and conditions based on the exchange ratio, except for any outstanding SAFE notes of Cellview, which are expected to be converted into Cellview shares immediately prior to the closing of the proposed transaction in accordance with their terms. In connection with the proposed transaction, it is anticipated that all outstanding stock options and common share purchase warrants of Liquid Meta will remain in effect on substantially the same terms, subject to customary anti-dilution adjustments in accordance with the terms thereof.

Prior to the completion of the proposed transaction, it is expected that Cellview will complete a private placement for minimum gross proceeds of $2.5-million (U.S.) (excluding any investment by a third party in the top financing) upon terms yet to be determined by the parties. In connection with the proposed transaction, subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by Cellview.

In connection with the execution of the LOI, the company advanced a bridge loan in the principal amount of $1-million (U.S.) to Cellview pursuant to the terms of a secured convertible note entered into between the company and Cellview. The bridge loan is secured by a general security agreement granting a security interest in all of the personal property, assets and undertakings of Cellview. The bridge loan will bear interest at a rate of 15 per cent per annum and has a maturity date of Jan. 17, 2025. The bridge loan is convertible into Cellview shares upon the completion of certain liquidity events by Cellview (other than the proposed transaction) on the basis of a formula set out in the definitive secured convertible note evidencing the bridge loan, subject to adjustment based on the basic capitalization of Cellview immediately prior to the time of conversion. In the event Cellview prepays the bridge loan prior to the maturity date, Cellview will issue Liquid Meta a warrant exercisable into such number of Cellview shares as is equal to the principal and any accrued and unpaid interest outstanding under the bridge loan as at the date of such prepayment on substantially the same conversion terms as the bridge loan, including that the term of the warrant shall expire on the date of the originally contemplated maturity of the bridge loan. Cellview will use the proceeds of the bridge loan to finance working capital and other business development initiatives. Upon or after completion of the proposed transaction, the bridge loan will be consolidated as part of the debt assumed by the resulting issuer. In addition, Liquid Meta has conditionally advanced $1-million (U.S.) to Cellview in escrow in accordance with the terms of an escrow agreement among Liquid Meta, Cellview and an escrow agent, pursuant to which such funds will be held in escrow until the earlier of: (i) 45 days from the date of the escrow advance by Liquid Meta; and (ii) the date a third party advances $1-million (U.S.) to Cellview in exchange for a secured convertible note of Cellview on similar terms as, and pari passu to, the bridge loan. Pursuant to the terms of the escrow agreement, if the third party bridge loan is not advanced to Cellview prior to the financing deadline, the escrow advance will be released from escrow to Cellview in exchange for a secured convertible note of Cellview issuable to Liquid Meta (on terms identical to the bridge loan, other than the date of issue). If the third party bridge loan is advanced to Cellview prior to the financing deadline, the escrow advance will be released from escrow and returned to Liquid Meta.

The obligations of Liquid Meta and Cellview pursuant to the LOI will terminate in certain specified circumstances, including in the event that the definitive agreement is not entered into by the later of Jan. 31, 2024, or the date that is 14 days following receipt of certain diligence materials by the parties or the proposed transaction is not completed by July 31, 2024, unless otherwise agreed to by the parties. Upon entering into the definitive agreement, Liquid Meta will issue a subsequent news release containing the details of the definitive agreement.

In addition, it is anticipated that each of Patica Corp., a company beneficially owned and controlled by David Prussky, a director of the company, and ON Partners will be entitled to receive a finder's fee payable by Cellview immediately following closing of the proposed transaction pursuant to finder's fee arrangements between each of the parties and Cellview. It is anticipated that the finders' fees will be settled in shares of the resulting issuer following completion of the proposed transaction.

Completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to, the parties entering into a definitive agreement, Liquid Meta having a minimum amount of cash on closing of the proposed transaction, receipt of all required shareholder, regulatory and other approvals, and the subsequent financing being in a position to be completed concurrent with or immediately after the completion of the proposed transaction. There can be no assurance that the proposed transaction or the subsequent financing will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the proposed transaction, as applicable, 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 the company should be considered highly speculative.

The proposed transaction and listing of the resulting issuer are subject to review by the exchange, and conditional approval has not yet been granted.

About Cellview Imaging Inc.

Cellview is a medical device company focused on the development of innovative ultrawide-field retinal imaging technology. Cellview envisions a world where cutting-edge retinal imaging technology is accessible to all, ensuring early detection and the prevention of ocular diseases. With a commitment to excellence, Cellview strives to revolutionize the eye care industry by providing advanced and affordable solutions that empower health care professionals and elevate patient outcomes. Cellview believes that by combining the newest technological advancements with affordability, Cellview can make a meaningful impact on global eye health and redefine the landscape of vision care.

About Liquid Meta Capital Holdings Ltd.

Prior to discontinuing its operations, Liquid Meta was a defi- and Web3-focused company developing best-in-class technology and operational expertise allowing it to build a scaled business within proof-of-stake-based networks. Liquid Meta was focused on liquidity mining operations and planned to build proprietary software and tools to automate and scale operations within the fast-growing defi segment of the blockchain industry.

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