Mr. David Eaton reports

PENBAR CAPITAL LTD. ANNOUNCES LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION WITH EMISSIONS EV TECHNOLOGIES LTD.

Penbar Capital Ltd. has entered into a non-binding letter of intent (LOI) dated Oct. 3, 2023, with Emissions EV Technologies Inc., pursuant to which Penbar proposes to acquire all of the issued and outstanding securities of Emissions EV in exchange for the issuance of securities of Penbar, which will result in Emissions EV becoming a wholly owned subsidiary of Penbar. The transaction, assuming the completion of the financing (as defined below), will result in a reverse takeover by Emissions EV, where the existing shareholders of Emissions EV will own a majority of the outstanding common shares of Penbar, and Penbar is anticipated to be renamed, subject to shareholder approval, to a name to be determined by Emissions EV (the resulting issuer). Upon completion of the transaction, it is anticipated that the resulting issuer will be an industrial issuer focused on the design, manufacturing and production of cutting-edge electrically powered industrial and commercial vehicles.

Trading of the Penbar shares will be halted in accordance with the policies of the TSX Venture Exchange, and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.

The qualifying transaction

Penbar is a capital pool company and intends that the transaction will constitute its qualifying transaction under the policies of the TSX-V. The transaction will not constitute a non-arm's-length qualifying transaction or a related-party transaction pursuant to the policies of the TSX-V.

Pursuant to the terms and conditions of the LOI, Penbar and Emissions EV 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 The LOI is expected to be superseded by the definitive agreement.

As consideration for the acquisition of all of the outstanding securities of Emissions EV, holders of issued and outstanding common shares of Emissions EV will receive one resulting issuer common share for each one Emissions EV share. Excluding any securities issued in connection with the financing (as defined below), immediately prior to the closing of the transaction, it is anticipated that: (i) holders of Emissions EV shares will hold 67,091,767 Emissions EV shares; (ii) holders of 15.5 million common share purchase warrants of Emissions EV will be entitled to receive an aggregate of approximately 15.5 million warrants of the resulting issuer, pursuant to the exchange ratio; and (iii) holders of 10 million performance warrants will be entitled to receive an aggregate of approximately 10 million performance warrants of the resulting issuer, pursuant to the exchange ratio. The final structure of the transaction is subject to the receipt of tax, corporate and securities law advice by both Penbar and Emissions EV.

Immediately prior to the completion of the transaction, it is anticipated that: (i) Penbar will consolidate its issued and outstanding Penbar shares on the basis of approximately two preconsolidation Penbar shares for each one postconsolidation Penbar share as a condition to the completion of the transaction. All incentive stock options of Penbar are anticipated to be adjusted on the basis of the Penbar consolidation ratio. Prior to, or concurrent with, the completion of the transaction, the parties will use commercially reasonable efforts in order to complete a financing, with such financing to be priced as and in an amount as is mutually agreed to by the parties. Further terms and conditions of the financing will be announced by the parties at a later date.

Conditions of the transaction

The completion of the transaction is subject to a number of conditions precedent, including, but not limited to: satisfactory due diligence review; negotiation and execution of the definitive agreement and accompanying transaction documents; approval by the boards of directors of each of Penbar and Emissions EV; if necessary, approval of the shareholders of each of Penbar and Emissions EV for all matters required in connection with the transaction, including the Penbar capital consolidation and name change; obtaining necessary third party approvals; closing of the financing for minimum aggregate gross proceeds to be determined by the parties; and the TSX-V's approval for listing the shares of the resulting issuer. There can be no assurance that the transaction or the financing will be completed as proposed, or at all.

Sponsorship of transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt, in accordance with the policies of the TSX-V. Penbar intends to apply for such an exemption.

Trading halt

Trading in the securities of Penbar will be halted until the completion of the transaction.

Additional information

If and when a definitive agreement is executed, Penbar will issue a subsequent press release, in accordance with the policies of the TSX-V, containing details of the definitive agreement and additional terms of the transaction, including information relating to sponsorship, summary financial information in respect of Emissions EV and, to the extent not contained in this press release, additional information with respect to the financing, history of Emissions EV, and the proposed directors, officers and insiders of the resulting issuer upon completion of the transaction.

About Emissions EV Technologies Ltd.

Located in New Westminster, B.C., Emissions EV specializes in the design, manufacturing and production of cutting-edge electrically powered industrial and commercial vehicles. Emissions EV is dedicated to revolutionizing the logistics and production sector by providing sustainable transportation solutions that are at the forefront of the EV (electric vehicle) industry today. Emissions EV's collaborative approach involves close engagement with its customers, allowing them to contribute their unique needs and insights to the project, ensuring that the machines that are created for their use are completely without compromise.

Based in New Westminster, B.C., Emissions EV creates environmentally friendly, efficient and reliable vehicles that not only meet industry standards and regulatory requirements, but also partner with local suppliers and vendors to manage and maintain the strictest in compliance and finished product quality.

By combining the company's technical capabilities with its ingenious design engineering support, Emissions EV aims to drive innovation, reduce emissions and usher in a brighter, more sustainable future in hard-to-decarbonize sectors of global industry.

About Penbar Capital Ltd.

Penbar Capital is a capital pool company created pursuant to the policies of the TSX-V. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of Penbar is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSX-V so as to complete a qualifying transaction in accordance with the policies of the TSX-V.

We seek Safe Harbor.