Mr. Matthew Gustavson reports

MEED GROWTH CORP. ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH SWIRLTEX HOLDINGS CORP

Meed Growth Corp. and Swirltex Holdings Corp. have entered into a non-binding letter of intent, dated Aug. 3, 2023, and accepted Aug. 11, 2023, which outlines the general terms and conditions of a proposed business combination. It is intended that the transaction (as defined below), when completed, will constitute the qualifying transaction of Meed pursuant to Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange.

Terms of the transaction

The proposed business combination would occur by way of a share exchange, merger, amalgamation, arrangement, takeover bid or other similar form of transaction, which will result in Swirltex, and in turn its various subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly owned subsidiary of Meed or otherwise combining its corporate existence with that of Meed. Meed, after completion of the transaction, is referred to herein as the resulting issuer.

Pursuant to the terms and conditions of the LOI, Meed and Swirltex will negotiate and enter into a definitive agreement incorporating the principal terms of the transaction as described in the LOI and this press release. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the definitive agreement to be negotiated between the parties.

Private placement

The parties currently contemplate that Swirltex will complete a private placement of securities, the type and price of such securities to be determined in accordance with the TSX-V requirements and in the context of the market, having regard to an assessment of general market conditions and investor sentiment. The gross proceeds from the private placement are anticipated to be a minimum of $4-million or such other amount as the parties may determine.

Management of the resulting issuer

As a result of the transaction, the resulting issuer will indirectly carry on the business of Swirltex and will change the resulting issuer's name to Swirltex Holdings or such other name as determined by Swirltex and as may be accepted by the TSX-V and any other relevant regulatory authorities.

If the transaction is completed, it is expected that the board of directors of the resulting issuer on closing will comprise suitable nominees, each of whom will be appointed by Swirltex. At the closing of the transaction, the current directors of Meed will resign and be replaced by the nominees of Swirltex, in accordance with corporate law and with the approval of the TSX-V.

Conditions precedent

Completion of the transaction is subject to a number of conditions including, but not limited to:

• Satisfactory completion of due diligence;
• Execution of the definitive agreement;
• Completion of the private placement for minimum gross proceeds of $4-million, or such other amount as the parties may determine;
• Receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSX-V;
• Preparation and filing of a management information circular or filing statement outlining the definitive terms of the transaction and describing the business to be conducted by the resulting issuer following completion of the transaction, in accordance with the policies of the TSX-V.

Special meeting of Meed shareholders

The transaction would be carried out by parties dealing at arm's length to one another and therefore would not be considered a non-arm's-length qualifying transaction as such term is defined in the CPC policy. As a result, a special meeting of the shareholders of Meed is not required by the TSX-V to approve the transaction. However, the structure of the transaction has not yet been finalized so shareholder approval under corporate law may be required in certain circumstances.

Sponsorship

Meed 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 Meed from all or part of the applicable sponsorship requirements.

Trading halt

Trading in the Meed shares has been halted and is not expected to resume trading until completion of the transaction or until the TSX-V receives the requisite documentation to resume trading.

Additional information

Meed will provide further details in respect of the transaction in due course by way of press release in accordance with the requirements of the CPC policy. However, Meed will make available to the TSX-V all information, including financial information, as required by the TSX-V and will provide, in a press release to be disseminated at a later date, required disclosure.

All information contained in this press release with respect to Meed and Swirltex 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, acceptance of the TSX-V and, if applicable, pursuant to the requirements of the TSX-V, majority of the minority 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 a capital pool company should be considered highly speculative.

About Meed Growth Corp.

Meed is a capital pool company that completed its initial public offering in July, 2021. The common shares of Meed are listed for trading on the TSX Venture Exchange under the stock symbol MEED.P. Meed has not commenced commercial operations and has no assets other than cash.

We seek Safe Harbor.