Mr. Andrew Lau reports

SMITHE RESOURCES CORP. AND MEETAMI INNOVATIONS INC. ANNOUNCE PROPOSED QUALIFYING TRANSACTION

Smithe Resources Corp. and MeetAmi Innovations Inc. have entered into a letter of intent dated Dec. 15, 2023, that outlines principal terms and conditions of a business combination, which would result in MeetAmi becoming a wholly owned subsidiary of Smithe, or otherwise combining its corporate existence with a wholly owned subsidiary of Smithe.

Smithe is a capital pool company and intends for the proposed transaction to constitute its qualifying transaction pursuant to the policies of the TSX Venture Exchange. The trading in the common shares of Smithe has been halted pursuant to the policies of the TSX-V. It is anticipated that trading will remain halted until the completion of the proposed transaction. It is anticipated that the reporting issuer resulting from the proposed transaction will qualify as a Tier 2 technology issuer pursuant to the requirements of the TSX-V.

About MeetAmi Innovations Inc.

Based in Vancouver, B.C., Canada, MeetAmi is a fintech company that helps wealth management firms navigate the world of digital assets on behalf of their clients. MeetAmi has created a family of digital assets investing products and services that empower wealth management advisers to bridge the gap between traditional finance and digital assets in North America. This award-winning wealth management platform includes the software, learning and ecosystem to support firms and advisers in designing their digital asset practice, meeting their fiduciary responsibilities and addressing their proficiency requirements. The organization empowers advisers to confidently invest in digital assets while navigating the digital asset world.

Hashim Mitha, chief executive officer of MeetAmi, commented: "This marks a significant milestone in the company's growth, enabling MeetAmi to continue to expand our tools and learning content in the Canadian market. As advisers look to invest in digital assets and meet their clients' evolving interests in these assets, we are well positioned to help them."

Proposed transaction summary

Upon completion of the proposed transaction, the resulting issuer will carry on the business of MeetAmi. Pursuant to the proposed transaction, holders of the issued and outstanding common shares of MeetAmi will exchange their MeetAmi shares for postconsolidated common shares of the resulting issuer on a one-for-one basis. Outstanding options, warrants and other convertible securities of MeetAmi will be exercisable to acquire resulting issuer shares at the exchange ratio. The final structure of the proposed transaction is subject to the receipt of tax, corporate and securities law advice for both Smithe and MeetAmi, but is currently anticipated to be completed as a three-cornered amalgamation pursuant to the Business Corporations Act (British Columbia), with the amalgamating entities being MeetAmi and a newly incorporated British Columbia subsidiary of Smithe.

Smithe has advanced a $25,000 unsecured loan to MeetAmi in connection with the LOI, which MeetAmi will use toward the proposed transaction. The loan is non-interest-bearing and repayable within 45 days in the event that the proposed transaction is terminated.

Convertible debenture financing

Prior to the closing of the proposed transaction, MeetAmi intends to complete a non-brokered private placement offering of unsecured convertible debentures to raise aggregate gross proceeds of up to $1-million. The Debentures will bear simple interest of 8 per cent per annum and will mature on Jan. 31, 2025, subject to earlier conversion.

Immediately prior to the completion of the proposed transaction, the outstanding principal amount and accrued interest on each debenture will be automatically converted into securities of MeetAmi having substantially the same terms as those securities underlying the subscription receipts offered in the concurrent financing (as such terms are defined below), at a conversion price equal to 80 per cent of the purchase price per subscription receipt offered in the concurrent financing.

MeetAmi intends to use the net proceeds of the convertible debenture financing for content development, technology development, marketing, sales and for general working capital purposes. Finders fees may be payable in connection with the convertible debenture financing on terms to be determined.

Concurrent financing

It is anticipated that, in connection with the proposed transaction, MeetAmi will complete a private placement of subscription receipts for aggregate gross proceeds of up to $4-million, with the final offering price, terms and amount to determined by the parties in the context of the market. Each subscription receipt will entitle the holder to automatically receive, upon satisfaction of certain escrow release conditions, securities of MeetAmi, which will immediately be exchanged for securities of the resulting issuer upon completion of the proposed transaction. Further details regarding the concurrent financing will be announced in a further press release.

Consolidation and name change

Immediately prior to the closing of the proposed transaction, it is anticipated that Smithe will undertake a consolidation of the Smithe shares at a ratio of 0.68181818 postconsolidation Smithe share for every one preconsolidation Smithe share, and Smithe will change its name to MeetAmi Holdings Corp. or such other name as is determined by MeetAmi.

Conditions to closing

Closing of the proposed transaction will be subject to a number of conditions precedent, including, without limitation:

• Execution of a definitive agreement;
• Receipt of all required regulatory, corporate and third party approvals, including TSX-V approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the proposed transaction;
• Approval of the shareholders of MeetAmi to the proposed transaction;
• Completion of satisfactory results from due diligence investigations for each of the parties;
• Cancellation of certain outstanding stock options of MeetAmi;
• Completion of the convertible debenture financing and concurrent financing;
• Completion of the consolidation and name change;
• Other mutual conditions precedent customary for a transaction such as the proposed transaction.

The proposed transaction, and the consolidation and name change are subject to the approval of the TSX-V.

The proposed transaction is not a non-arm's-length qualifying transaction, is not subject to TSX-V Policy 5.9 and it is not expected that the proposed transaction will be subject to approval by Smithe's shareholders. There are no non-arm's-length parties of Smithe that are insiders of MeetAmi.

Other than in connection with the convertible debenture financing and the concurrent financing, no finders fees are payable with respect to the proposed transaction.

Additional information concerning MeetAmi

MeetAmi has developed two products that are currently available in the United States and Canada. The first product, AmiPro, is a wealth management platform for digital assets that enables advisers to invest and hold cryptocurrency with qualified custodians on behalf of their clients. Significant development and intellectual property reside within this proprietary platform, connecting to blockchain and token assets, facilitating trades and extracting those data back to traditional wealth management reporting systems.

MeetAmi launched the AmiLearn product in the spring of 2023 to address the knowledge needs of advisers relating to this asset class. AmiLearn offers advisers a subscription to learn about digital assets and stay up to date. MeetAmi has a distribution agreement with Morningstar Inc. to provide access to learning to their Advisor Workstation client base in the U.S. and Canada. MeetAmi was incorporated pursuant to the Business Corporations Act (British Columbia) on Dec. 5, 2019.

MeetAmi's share capital consists of an unlimited number of MeetAmi shares without par value and an unlimited number of preferred shares without par value. Immediately prior to the completion of the proposed transaction, it is anticipated that MeetAmi will have approximately 36,453,500 MeetAmi shares, 5,668,500 common share purchase warrants, 2,325,000 stock options, in addition to the securities to be issued to investors and eligible finders or brokers in connection with the convertible debenture financing and the concurrent financing.

Principals and insiders of the resulting issuer

The board of directors of the resulting issuer shall be restructured to consist of four members, consisting of Mr. Mitha (chief executive officer of MeetAmi), Sarah Morton (chief strategy officer of MeetAmi), and two additional directors mutually agreed by Smithe and MeetAmi. The officers of the resulting issuer shall consist of the following: Mr. Mitha as chief executive officer, Ms. Morton as chief strategy officer, Vaclav Vincalek as chief technology officer, Stewart Marshall as chief financial officer and additional officers determined by MeetAmi.

Further information regarding the proposed principals and insiders of the resulting issuer will be announced in a further press release.

Sponsorship for the proposed transaction

Sponsorship for the qualifying transaction of a capital pool company is required by the TSX-V, unless exempt in accordance with TSX-V policies. Smithe intends to apply for a waiver from the requirement to obtain a sponsor for the proposed transaction; however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirement is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the proposed transaction should not be construed as any assurance with respect to the merits of the proposed transaction or the likelihood of its completion.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, Smithe intends to file on SEDAR+ a filing statement (or an information circular in the event that the proposed transaction requires approval by the shareholders of Smithe), which will contain details regarding the proposed transaction, Smithe, MeetAmi and the resulting issuer.

Further information

Smithe and MeetAmi intend to issue a subsequent press release in accordance with the policies of the TSX-V providing further details in respect of the proposed transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed principals and insiders of the resulting issuer, as well as the concurrent financing. In addition, a summary of MeetAmi's financial information will be included in a subsequent press release.

We seek Safe Harbor.