Mr. Brian Morales reports

YUBBA AND RUCKIFY ENTER INTO BINDING LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION

Yubba Capital Corp. and Ruckify Inc. have entered into a binding letter of intent dated Oct. 2, 2021, which outlines the terms and conditions pursuant to which Yubba and Ruckify will complete a transaction that will result in a reverse takeover of Yubba by Ruckify. The proposed transaction will be an arm's-length transaction and, if completed, will constitute Yubba's qualifying transaction (as such term is defined in Policy 2.4 of the TSX Venture Exchange).

Immediately prior to the closing of the proposed transaction, Ruckify intends to complete its proposed arm's-length acquisition of Fat Llama Inc. by way of a reverse triangular merger of a wholly owned subsidiary of Ruckify with and into Fat Llama, pursuant to the terms of a merger agreement dated Sept. 14, 2021, between Ruckify, Ruckify Subco Inc. and Fat Llama. Fat Llama will be the surviving corporation following such merger and, as a result, will become a wholly owned operating subsidiary of Ruckify. Pursuant to the terms of the Fat Llama merger agreement: (i) each issued and outstanding share of common stock and preferred stock of Fat Llama (other than shares held by Fat Llama shareholders who demanded and perfected appraisal rights in accordance with Section 262 of the Delaware General Corporation Law and not effectively withdrawn or forfeited prior to the closing of the Fat Llama acquisition) will be automatically cancelled and converted into 1.841 fully paid and non-assessable common shares in the capital of Ruckify; and (ii) each Fat Llama option outstanding immediately prior to the closing of the Fat Llama acquisition will be automatically cancelled in exchange for an option to purchase 1.841 Ruckify shares for each share of Fat Llama common stock issuable pursuant to such Fat Llama option.

About Ruckify Inc.

Founded in Ottawa, Canada, in 2017, Ruckify's peer-to-peer rent anything marketplace provides a platform that enables Ruckify users to monetize their assets while, at the same time, leveraging the sharing economy to rent items and minimize what they own, avoiding investment in depreciating assets. Ruckify provides its users with the freedom to do what they want when they want without the restrictions of time, storage, price or availability. In doing so, Ruckify supports sustainability by providing people the means to optimize the use of thousands of items within their communities.

To accelerate its growth, Ruckify identified Fat Llama, the leading rent anything marketplace in the United Kingdom, as a strategic acquisition target. Ruckify expects that Fat Llama's advanced technology and proven business model will provide the foundation upon which it can more effectively operate its marketplace. Ruckify and Fat Llama expect that by working together as one, the merged entity can rapidly expand into new markets and become the global rent anything marketplace leader.

Proposed transaction summary

The proposed transaction is expected to be structured as a three-cornered amalgamation, whereby a wholly owned subsidiary of Yubba will amalgamate with Ruckify to form a newly amalgamated company (Amalco). Pursuant to the amalgamation, holders of Ruckify shares will receive one common share in the capital of Yubba for each Ruckify share held. In addition, pursuant to the amalgamation, each Ruckify stock option and each Ruckify warrant will be exchanged for a Yubba stock option or Yubba warrant, as applicable, on substantially the same terms and conditions, except that such securities will thereafter be exercisable to receive one Yubba share.

In order to align the value of the Yubba shares with the value per Ruckify share at which the proposed transaction will be completed, it is anticipated that Yubba will consolidate its common shares on the basis of one postconsolidation Yubba share for every 7.598 existing Yubba shares. Pursuant to the terms of the proposed transaction, Yubba shares are being valued at 19 cents per Yubba share, and the Ruckify shares shall have an implied value equal to the terms of the Ruckify subscription receipts issuable pursuant to the proposed private placement of Ruckify to be completed in connection with the proposed transaction.

As at the date of this news release, Yubba has 5.22 million common shares and 477,600 stock options, with each stock option exercisable to acquire one Yubba share (on a preconsolidation basis).

Upon completion of the proposed transaction, Yubba will be the parent and sole shareholder of Amalco and thus will indirectly carry on the business of Ruckify. As a result, Yubba intends to change its name to Fat Llama Corp., or such other name as is acceptable to the regulators. Further, it is proposed that the officers and directors of Ruckify will replace the existing officers and directors of Yubba. Biographical information regarding these individuals is provided herein.

The proposed transaction is subject to the parties successfully entering into a definitive agreement in respect of the proposed transaction on or before Nov. 30, 2021, or such other date as Ruckify and Yubba may mutually agree. The completion of the proposed transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX-V approval.

In connection with the proposed transaction, Yubba will convene a meeting of its shareholders for the purpose of approving, among other matters: the consolidation; the name change; and the election of the directors to replace the current directors of Yubba immediately following the completion of the proposed transaction. Ruckify will convene a meeting of its shareholders for the purpose of approving the amalgamation and the proposed transaction. The proposed transaction has been unanimously approved by the boards of directors of Ruckify and Yubba, and both boards of directors recommend that their respective shareholders vote in favour of the proposed transaction and related matters.

As at the date hereof, Ruckify has the following securities issued and outstanding: 13,972,219 Ruckify shares, options to acquire 1,066,405 Ruckify shares and warrants to acquire 185,336 Ruckify shares. As at the date hereof, Fat Llama has the following securities issued and outstanding: 21,116,364 Fat Llama shares and Fat Llama options to acquire 1,328,735 Fat Llama shares.

Upon completion of the proposed transaction and assuming the completion of the Fat Llama acquisition (including the exercise of certain Fat Llama options) and the consolidation, it is anticipated that there will be an aggregate of approximately 55,005,745 Yubba shares issued and outstanding, and additional securities convertible into or exercisable to acquire 6,689,460 Yubba shares. The breakdown of such postcompletion Yubba share ownership is as follows: former shareholders of Yubba will hold 687,022 Yubba shares, representing 1.2 per cent of the outstanding Yubba shares; former shareholders of Ruckify will hold 13,972,219 Yubba shares, representing 25.4 per cent of the outstanding Yubba shares; and former shareholders of Fat Llama will hold 40,346,504 Yubba shares, representing 73.3 per cent of the outstanding Yubba shares (on a non-diluted basis).

No finders' fees are payable in connection with the proposed transaction. A filing statement or joint management information circular of Ruckify and Yubba will be prepared and filed, in accordance with the policies of the TSX-V.

Officers and directors

Subject to applicable shareholder and TSX-V approvals, it is anticipated that the officers and directors of the combined company will the individuals named herein.

Bruce Linton, chairman, chief executive officer and director

Mr. Linton was the founder and former chairman, chief executive officer and co-chief executive officer of Canopy Growth Corp. (formerly Tweed Marijuana Inc.), a cannabis company based in Smiths Falls, Ont., Canada. Mr. Linton founded Tweed in 2013 and renamed it Canopy Growth in 2015. Canopy was the first cannabis company in North America to be listed on a major stock exchange (TSX-V in April, 2014, and the Toronto Stock Exchange in July, 2016) and to be included on a major stock index (S&P/TSX Composite Index in March, 2017). Mr. Linton co-founded Canopy Rivers in 2017 and Canopy Health Innovations in 2018. Mr. Linton's founding idea became a TSX-V-listed start-up with an $80-million market capitalization and then became a New York Stock Exchange-listed/TSX-listed company (S&P/TSX60) with more than 30 M&A (mergers and acquisitions) activities, ranking No. 1 on the TSX30 with a market capitalization of over $20-billion by the summer of 2019. Mr. Linton's experience as a founder, CEO and board member across a diversity of sectors was a huge influence for the success of Canopy. Earning market support for 16 rounds of financing of over $6-billion in public capital markets and private placements, the company financed capacity growth and opened new markets, including a $5-billion investment by Fortune 500 beverage company Constellation Brands.

Notably, throughout his career, Mr. Linton has been responsible for the acquisition and/or disposition of nearly $4-billion in business assets and has established regular engagement with the World Bank and Asia Development Bank, as well as with companies listing on the NYSE, the Nasdaq Stock Market, the TSX and the TSX-V. Mr. Linton has overseen over 35 acquisitions in six countries.

Currently, he also holds the positions of: executive chairman at Gage Cannabis Co.; co-chairman at Martello Technologies Group; chairman of the advisory board at Red Light Holland Corp.; non-executive chairman of Oskare Capital; and director at Mindmed and the Canadian Olympic Foundation. He is an active investor in Slang Worldwide Inc. and OG DNA Genetics Inc. Beginning his journey at Newbridge Networks Corp., Mr. Linton went on to be part of the establishing team at Crosskeys Systems Corp., of which he was a key member for the Nasdaq/TSX initial public offering. He was general manager and refounder of Computerland.ca as well as co-founder of Webenhancer Corp. Mr. Linton has acted as: CEO and a director at Clearfield Water Systems Inc.; chairman of the Ottawa Community Loan Foundation; a board member and treasurer of Canada World Youth; and a member of the board of governors at Carleton University.

Dean Cosman, chief financial officer

Mr. Cosman joined Ruckify in August, 2020, after spending 25 years in the financial service sector, where he held executive-level roles at both Export Development Canada and Canada Deposit Insurance Corp. (CDIC). Most recently, Mr. Cosman served as executive vice-president and chief risk officer at CDIC. Prior to that, he led CDIC as interim chief executive officer. He also held the roles of: senior vice-president, insurance and risk assessment; vice-president; and chief financial officer. Mr. Cosman holds a bachelor of commerce degree from Carleton University and is a chartered professional accountant.

Richard Warren, chief technology officer

Mr. Warren currently acts as chief technology officer of Fat Llama's wholly owned subsidiary, Fat Llama Ltd. (Fat Llama U.K.). During Mr. Warren's time at Fat Llama U.K., he helped raise $13.2-million from investors. Mr. Warren is an experienced search engine optimization consultant, crowd funder, investment analyst and e-commerce entrepreneur.

Joseph Mimran, director

Mr. Mimran is among Canada's leading fashion and retail pioneers and entrepreneurs. Throughout his career, he has founded/co-founded and built brands that have helped define the fashion industry landscape, including: Joe Fresh; Club Monaco; Alfred Sung; Caban; and, with his wife, Kimberley Newport-Mimran, Pink Tartan. In addition, Mr. Mimran is the chairman of Gibraltar & Company Inc., a private investment management company, and was formerly the co-CEO of Gibraltar Opportunity Inc., a provider of advisory and revenue acceleration services, and Gibraltar Growth Corp., a special acquisition corporation. Mr. Mimran was the founder and former creative director of the Joe Fresh brand for Loblaws, where he led the entire creative process for the women's, men's and children's apparel lines, from product design to marketing and advertising to store selection and design for the merchandising of the lines. Mr. Mimran founded consulting firm Joseph Mimran & Associates Inc. (JMA) in 2001. In 2003, Loblaws engaged JMA to design home products under its President's Choice brand, followed by all general merchandise categories by 2009. Mr. Mimran co-founded The Monaco Group (which included Alfred Sung, a high-end fashion women's wear line, and Club Monaco, a fashion-forward, high-end casual-clothing retailer) in 1980 and took the company public in 1986. The company was purchased by Dylex in 1989. In 1991, Mr. Mimran repurchased Club Monaco from Dylex and launched Caban (a design-oriented home furnishing retailer). He took Caban public in 1997. In 1999, he sold Club Monaco (and Caban) to Ralph Lauren for an equity value of $77.5-million. Mr. Mimran has been the recipient of many industry awards, including the Canadian style award and the lifetime achievement award by the Design Exchange. In 2015, he was inducted into Canada's Marketing Hall of Legends. Mr. Mimran began his career at Coopers & Lybrand (now PricewaterhouseCoopers), after receiving his chartered accountant designation.

Charles Englander, director

Mr. Englander currently acts as chief executive officer and co-founder of Fat Llama. Mr. Englander holds a bachelor's degree in accounting and finance from the University of Wales.

Rose Dallas, director

Ms. Dallas currently acts as chief operating officer and co-founder of Fat Llama.

Sponsorship

The proposed transaction is subject to the sponsorship requirements of the TSX-V, unless a waiver or exemption from this requirement can be obtained, in accordance with the policies of the TSX-V. Yubba intends to apply for a waiver of the sponsorship requirement; however, there is no assurance that a waiver from this requirement can or will be obtained.

Ruckify is represented by Cassels Brock & Blackwell LLP.

A subsequent news release with respect to the offering and including a summary of certain significant financial information with respect to Ruckify will follow in due course.

The completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

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

We seek Safe Harbor.