Mr. James Sbrolla of TCC Capital reports

TORONTO CLEANTECH CAPITAL INC. AND TURKEY HILL SUGARBUSH LTD. ANNOUNCE PROPOSED QUALIFYING TRANSACTION

Toronto Cleantech Capital Inc. and Turkey Hill Sugarbush Ltd. have entered into a non-binding letter of intent dated May 8, 2023, with respect to a proposed reverse takeover whereby Toronto Cleantech will acquire all of the issued and outstanding shares of a newly incorporated corporation (NewCo) following the acquisition by NewCo of all of the business and assets of THS in consideration for the issuance of common shares of the corporation.

Toronto Cleantech intends that the transaction will constitute its qualifying transaction, as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange. The deemed price of the qualifying transaction is $3.5-million. The corporation, upon completion of the transaction, expects to change its name to Turkey Hill Sugarbush Inc. or such other name as may be approved by THS, such entity to be referred to herein as the resulting issuer. The transaction does not constitute a non-arm's-length qualifying transaction, as such term is described in the CPC policy of the TSX-V.

The resulting issuer will carry on its operation as a leader in the maple syrup industry. It will remain focused on innovation and professional packaging while providing products ranging from maple cream cookies to maple chocolates and fudge to maple candies, teas and coffee. As one of Canada's leading maple syrup exporters, Turkey Hill will continue to ship products across Canada, throughout the United States and around the world.

The price paid for the THS assets by NewCo shall be satisfied by such number of shares of NewCo equal to the balance of the purchase price owed to THS divided by the final purchase price of a subscription receipt (as described below) under the offering (as described below).

About the target

Starting as a family-owned maple syrup farm in Knowlton, Que., Turkey Hill was incorporated in 1976 to package and sell maple products. Forty-four years later, the company continues to grow, having moved from a 1,200-square-foot building to a 50,000-square-foot facility, which houses Turkey Hill's state-of-the-art bottling plant, distribution centre and corporate offices. Ever since its founding, its reputation has been built on an unwavering dedication to excellence. Turkey Hill carefully selects only premium-quality syrup from producers which meet its high standards for purity and taste. With over 100 different products, its clients, which range from travel and tourism, gourmet foods, specialty shops to supermarkets, recognize Turkey Hill as a brand they can trust.

General information regarding the transaction

The transaction is expected to be structured as a reverse takeover under the rules and policies of the TSX-V. Upon completion of the transaction, the resulting issuer will continue to carry on the business of THS.

The purchase price for the acquisition of the outstanding equity securities of NewCo will be satisfied through the issuance of common shares of the corporation to the shareholders of NewCo to ultimately form the resulting issuer.

The transaction terms outlined in the LOI are non-binding, and the transaction is subject to the parties entering into a definitive agreement in respect of the transaction by Aug. 15, 2023, or such other date as Toronto Cleantech and THS may mutually agree. The LOI also contemplates other material conditions precedent to the closing of the transaction, including the completion by NewCo of a concurrent financing of subscription receipts at a price of 18.4 cents per subscription receipt to raise minimum aggregate gross proceeds of $3.5-million, NewCo owning or holding all intellectual property assets necessary for the operation of the business of THS as it is currently conducted and contemplated, customary due diligence, compliance with all applicable regulatory requirements, and receipt of all necessary regulatory, corporate, third party, board and shareholder approvals being obtained.

Summary of the offering

On closing of the offering, the proceeds of the offering will be held in escrow pursuant to a subscription receipt agreement. Proceeds of the offering will be used to restructure the resulting issuer's balance sheet, including the discharge of a royalty obligation, as well as to finance operations and expand its distribution partners and channels domestically and internationally.

Each subscription receipt will be automatically converted into one unit of NewCo on the date that all conditions precedent to the completion of the transaction have been satisfied to the satisfaction of the parties.

Additional information

If and when a definitive agreement between the corporation and NewCo is executed, the corporation will issue a subsequent press release in accordance with the policies of the TSX-V containing the details of the definitive agreement and additional terms of the transaction, including information relating to financial information in respect of THS and NewCo, additional information with respect to the offering, and the proposed directors, officers and insiders of the resulting issuer upon completion of the transaction.

Completion of the transaction is subject to a number of conditions, including, but not limited to, completion of the offering, the satisfaction of the corporation and THS in respect of the due diligence investigations to be undertaken by each party, the completion of a definitive agreement in respect of the transaction, closing conditions customary to transactions of the nature of the transaction, approvals of all regulatory bodies having jurisdiction in connection with the transaction, TSX-V acceptance of the transaction as the qualifying transaction of Toronto Cleantech, and, if required by the TSX-V policies, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approvals are obtained, and there can be no assurance that the transaction or the offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Trading halt

The common shares of Toronto Cleantech will be halted as of May 2, 2023, and the trading of common shares of Toronto Cleantech is expected to remain halted pending completion of a qualifying transaction.

We seek Safe Harbor.