Mr. Kal Malhi of Coloured Ties reports

COLOURED TIES AND FIRST RESPONDER ANNOUNCE SHARE EXCHANGE AGREEMENT FOR PROPOSED TAKEOVER TRANSACTION OF QUEBEC PEGMATITE CORP.

First Responder Technologies Inc. has entered into a share exchange agreement dated May 8, 2023, with Quebec Pegmatite Corp. (QPC), a subsidiary of Coloured Ties Capital Inc., in respect of a proposed business transaction. It is anticipated that the proposed transaction will constitute a fundamental change of First Responder in accordance with Policy 8 -- Fundamental Changes and Changes of Business of the Canadian Securities Exchange (the CSE).

About Quebec Pegmatite Corp.

Quebec Pegmatite is a North American junior mining exploration company that specializes in lithium exploration and owns 100 per cent of two properties, with both located in Quebec's highly sought after lithium regions, James Bay and Mazerac.

Quebec Pegmatite's flagship properties are located in the James Bay and Mazerac regions, covering approximately 258 square kilometres. The Mazerac property is located about 50 km southwest of the historic mining town Val d'Or and is easily accessible. The property is located near Vision Lithium's Cadillac property and Winsome Resources' Decelles property. QPC plans aggressive and extensive exploration programs for 2023 to explore the lithium potential for the property.

Summary of the proposed transaction

The share exchange agreement provides that First Responder will acquire all of the issued and outstanding common shares of QPC, and shareholders of QPC will receive First Responder common shares in exchange for their QPC shares, resulting in a reverse takeover of First Responder by QPC.

It is intended that First Responder shares will be issued to holders of QPC shares on the basis of one First Responder share for every one QPC share at a deemed price of 42 cents per First Responder share, resulting in the issuance of an aggregate 11 million First Responder shares to the shareholders of QPC.

It is anticipated that First Responder will change its name to Quebec Pegmatite Holdings Corp., and after closing of the proposed transaction, the resulting entity (resulting issuer) will continue the business of QPC, primarily focused on the exploration of the property.

The First Responder shares to be issued pursuant to the proposed transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain common shares of the resulting issuer to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the CSE.

The completion of the proposed transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature, including, among other things: (i) QPC delivering a National Instrument 43-101 compliant technical report for the property that is acceptable to the CSE and First Responder; (ii) the delivery of audited, unaudited and pro forma financial statements of each party that are compliant with CSE policies; (iii) if required by the CSE, QPC delivering an independent valuation in form and content satisfactory to the CSE and First Responder; (iv) no material adverse changes occurring in respect of either First Responder or QPC; (v) the parties obtaining all necessary consents, orders, and regulatory and shareholder approvals, including the conditional approval of the CSE and the TSX Venture Exchange subject only to customary conditions of closing; (vi) the name change and any other corporate changes requested by QPC, acting reasonably, shall have been implemented; and (vii) completion of the concurrent financing described below. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a mining issuer on the CSE, with QPC as its primary operating subsidiary.

Concurrent financing

In connection with the proposed transaction, QPC will arrange a concurrent non-brokered private placement of QPC shares at 25 cents per QPC share for gross proceeds of up to $1.25-million.

QPC may pay finder's fees in connection with the concurrent financing within the maximum amount permitted by the policies of the TSX-V.

The proceeds of the concurrent financing will be used to finance the expenses of the proposed transaction and the concurrent financing and the working capital requirements of the resulting issuer.

Summary of proposed directors and officers of the resulting issuer

In conjunction with and upon closing of the proposed transaction, the board of directors of the resulting issuer are expected to consist of five directors.

The first directors of the resulting issuer are expected to be Michael Stier, Kulwant Malhi, Preet Gill, Michael Kelly and Harveer Sidhu. These directors shall hold office until the first annual meeting of the shareholders of the resulting issuer following closing, or until their successors are duly appointed or elected. The first officers of the resulting issuer are expected to be Mr. Stier (chief executive officer) and Harry Nijjar (chief financial officer), and such other officers as determined by QPC.

The following is a brief description of the proposed directors and officers of the resulting issuer who have been identified as of the date hereof:

Mr. Stier, chief executive officer and director

Educated in business management and finance, Mr. Stier has spent the past 15 years focused on and building expertise in capital markets. Experienced in corporate structure, finance, business development, initial public offerings, mergers and acquisitions, and wealth management, Mr. Stier served as a CIBC IIROC licensed senior financial adviser, senior analyst for a private equity company, and more recently holds executive and directorship roles with private companies and publicly listed issuers. He has consulted in industries including mining, oil and gas, fintech, virtual reality, e-sports, health, life sciences, and biotech. Mr. Stier acts for several other entities, including independent director of Rektron Group Inc., CEO and director of New Leaf Ventures Inc., and is a co-founder and former CEO and director of Optimi Health Corp.

Mr. Nijjar, chief financial officer

Mr. Nijjar is currently a managing director with Malaspina Consultants Inc. and provides CFO and strategic financial advisory services to his clients across many industries. This experience has allowed him to help his clients successfully navigate regulatory and financial environments within which they operate. Mr. Nijjar holds a CPA, CMA designation from the chartered professional accountants of British Columbia and a BComm from the University of British Columbia.

Mr. Malhi, director

Mr. Malhi is an experienced entrepreneur and the founder of Bullrun Capital. He has fundraised over $300-million in capital for start-up companies and specializes in working with academia to advance impactful technology.

Mrs. Gill

Mrs. Gill is an accomplished business professional offering leading development and implementation of superior business strategy. She has a proven record of identifying and creating profitable business opportunities, qualifying authentic prospects, and cultivating strong partnerships. She has over 28 years of experience in leadership roles within Home Depot Canada. Mrs. Gill has an MBA from Royal Roads University as well as certificates in business leadership from Queen's University.

Mr. Kelly

Mr. Kelly is a retired Royal Canadian Mounted Police member and respected businessman based in Kelowna, B.C.

Mr. Sidhu

Mr. Sidhu is the founder of BuildSmartr.com Inc. (established 2017). Mr. Sidhu has experience in serving as a director and officer for publicly listed companies and is experienced in manufacturing, import and exporting, information technology systems, e-commerce, and construction project management. Mr. Sidhu holds a bachelor's degree from Simon Fraser University and is a licensed builder with B.C. Housing since 2014.

Other information relating to the proposed transaction

The proposed transaction is not a related party transaction as such term is defined by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

No finder's fees are expected to be payable in connection with the proposed transaction.

The proposed transaction will require the approval of the shareholders of QPC. In accordance with the policies of the CSE, the First Responder shares are not currently trading and will not resume trading until such time as the CSE determines, which, depending on the policies of the CSE, may not occur until completion of the proposed transaction.

Additional information concerning the proposed transaction, First Responder, QPC and the resulting issuer will be provided once determined in a subsequent news release and in the listing statement to be filed by First Responder in connection with the proposed transaction and which will be available in due course under First Responder's SEDAR profile.

About First Responder Technologies Inc.

First Responder is a technology development company that commercializes academic and internally developed intellectual property for use in the public safety market.

About Coloured Ties Capital Inc.

Coloured Ties Capital is a TSX-V-listed issuer that invests in early-stage commercial ventures and provides investee companies with capital market access and advisory services. The company offers investors an opportunity to participate in early-stage opportunities that are often only offered to high-net-worth or institutional investors through investment in the company's common shares listed on the TSX Venture Exchange under symbol V.TIE. Coloured Ties Capital is a 2022 TSX-V 50 Company.

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