Coloured Ties Capital Inc. hereby offers to purchase for cancellation from holders of common shares up to 3.75 million common shares validly tendered and not properly withdrawn at a purchase price that is not less than $1.00 per share and not more than $1.20 per share, as further described in the issuer bid circular dated July 18, 2023, as amended by the notice of variation dated Aug. 9, 2023, for an aggregate purchase price not exceeding $3.75-million. The offer is for a maximum of approximately 21.6 per cent of the total number of issued and outstanding shares as at the date of the variation if the purchase price is determined to be $1.00 per share and for a maximum of approximately 18.0 per cent if the purchase price is determined to be $1.20 per share. The offer expires at 5 p.m. Eastern Time on Aug. 28, 2023, unless terminated, extended or varied.

The company also expressly reserves the right, in its sole discretion, (i) to terminate the offer and not take up and pay for any shares not theretofore taken up and paid for if certain events occur as described under Section 7 -- Certain Conditions of the offer of the circular, and/or (ii) at any time or from time to time, to vary the offer in any respect, including increasing or decreasing the aggregate purchase price for shares that the company may purchase or the range of prices it may pay pursuant to the offer, subject to compliance with applicable securities legislation.

Each shareholder who has validly tendered shares pursuant to an auction tender, such term described in the offering documents, at or below the purchase price, or pursuant to a purchase price tender, such term described in the offering documents, and who has not properly withdrawn such shares, will receive the purchase price, payable in cash (subject to applicable withholding taxes, if any),for each share purchased, on the terms and subject to the conditions of the offer, including the provisions relating to pro-ration and the preferential acceptance of odd lots, as described in the offering documents.

If the aggregate purchase price for the shares validly tendered and not properly withdrawn pursuant to the offer exceeds $3.75-million, then the company will purchase such shares on a pro rata basis according to the number of shares tendered by the shareholders, except that odd lot holders will be given preferential treatment.

Notice of guaranteed delivery -- settlement procedure

The share certificates for all deposited shares proposed to be taken up in proper form for transfer, together with a properly completed and duly executed letter of transmittal, or a manually executed photocopy thereof, relating to such shares, with signatures that are guaranteed by an eligible institution if so required in accordance with the letter of transmittal, or, in the case of a book-entry transfer, a book-entry confirmation through the CDSX system (in the case of shares held in CDS) and any other documents required by the letter of transmittal, are received by the Toronto, Ontario office of the depositary, before 5 p.m. (Toronto time) on or before the second trading day on the TSX-V after the expiration Date.

Mandatory trading and settlement rules:

1. All trades on Aug. 25, 2023, will be for regular settlement; and
2. All Trades on Aug. 28, 2023, will be for special settlement on Aug. 29, 2023. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Aug. 29, 2023.

Investors should contact their broker for information or advice on their investment.