Mr. Eric Entz reports

IMPACT ANALYTICS ENTERS INTO LETTER OF INTENT WITH DARKFLOW FOR JOINT VENTURE PARTNERSHIP

Impact Analytics Inc. has entered into a letter of intent with Darkflow Holdings Inc., dated Feb. 26, 2024, in connection with a potential joint venture (JV).

Through its unique technology and proprietary software, Darkflow conducts entity resolution compliance, anti-corruption, embezzlement prevention and relationship awareness risk detection with perpetual monitoring. The proposed JV is intended to allow the company to integrate the Darkflow technology into its current product suite and Darkflow to do the same with the company's technology.

Pursuant to the terms of the letter of intent, the parties have period of 120 days, to exclusively negotiate, in good faith, the terms and conditions a definitive agreement or joint venture agreement that give effect to the proposed JV, whether formally or pursuant to the creation of a special purpose vehicle (SPV), or otherwise.

The letter of intent provides a framework for negotiating the definitive agreement, which at this time, the parties are proposing the following key terms and conditions in connection with the proposed JV:

• The company will finance all development costs associated with the proposed JV in exchange for Darkflow providing the proposed JV with use and access to the Darkflow technology.
• Any intellectual property derived, produced, created or otherwise owned, in any manner whatsoever, shall be owned by the proposed JV.
• If and when any of the products developed pursuant to the proposed JV generate revenue, Impact Analytics will be entitled to 70 per cent of such net revenues until the company recuperates the development costs. Once development costs have been fully recuperated, the parties will be entitled to split the net revenues on a 50-50 basis.

Eric Entz, the company's chief executive officer, commented: "We are excited to initiate this strategic JV with Darkflow AI. Darkflow is a leader in its respective space and we look forward to integrating their accretive technologies and vice versa. This JV again validates out novel technology stack and will also allow for broader use cases for the Impact platform".

Michael Brigante, president of Darkflow, commented, "The team has been working on Darkflow.ai with some of the world's leading subject matter experts to provide real corporate intelligence for the private sector, leveraging federal grade technologies used by the most sophisticated government agencies." Mr. Brigante continued: "We look forward to working with the Impact Analytics team to adapt our underlying technology into commercial products to enhance SMB and enterprise analytics and risk management systems. Impact's vision to adapt Darkflow's technology is exciting, and we look forward to helping bring it to fruition."

Fairfax partners

The company also announces that it has re-engaged Fairfax Partners Inc., on a month-to-month basis, to provide social media services, manage the company's inbound investor outreach, and manage the preparation and assist with the dissemination of the company's press releases. The company has budgeted $10,000 per month for the services, plus preapproved expenses. The company will not issue any securities to Fairfax Partners in consideration for the services. Fairfax Partners does not have any prior relationship with the company and the company and Fairfax Partners deal at arm's length.

About Impact Analytics Inc.

Impact Analytics is a risk assessment, data intelligence and financial services platform powered by AI. The company is building a proprietary product stack to optimize and streamline financial decision making for enterprises and individuals.

We seek Safe Harbor.