Sparx Technology Inc. entered into a binding letter of intent to acquire ECC Ventures 3 Corp. (TSXV:ECCT.P) from a group of shareholders for CAD 15.8 million in a reverse merger transaction on July 27, 2021. Sparx Technology Inc. entered into a definitive amalgamation agreement to acquire ECC Ventures 3 Corp. from a group of shareholders in a reverse merger transaction on December 2, 2021. Under the terms of the acquisition, ECC Ventures 3 Corp. (ECC3) will complete a forward share split on a 1 for 1.2 basis and holders of Sparx shares and Sparx debt consisting of convertible securities and shareholder loans outstanding will be issued an aggregate of 52 million post-share split common shares of ECC3, at a deemed price of CAD 0.25 per share, in exchange for all Sparx shares and the settlement of all Sparx debt. In addition, CAD 0.2 million in liabilities of Sparx will be settled for securities on the same terms as the QT Financing. Certain of the consideration shares will be subject to escrow and resale restrictions pursuant to the policies of the Exchange. Following completion of the acquisition, shareholders of Sparx will own 52 million shares, representing 62.13% and shareholders of ECC3 will own 6.78 million shares, representing 8.1% of the resulting issuer. Upon completion of the acquisition, it is anticipated that ECC3 will graduate to Tier 2 of the TSX Venture Exchange as a technology issuer. It is also anticipated that ECC3 will change its name to Sparx Technology Inc. in connection with completion of the acquisition. As a condition to completing the acquisition, the parties intend to complete a non-brokered private placement financing (the “QT Financing”) of subscription receipts of Sparx, to raise a minimum of CAD 2.4 million, through the issuance of 9.6 million subscription receipts at a price of CAD 0.25 per subscription receipt. ECC3 has agreed to advance to Sparx secured loans in the aggregate amount of CAD 150,000, which shall be used by Sparx for general working capital and operating purposes.

On completion of the proposed acquisition, the ECC Ventures 3 Corp.'s Board of Directors and management team will be reconstituted to include four directors and management comprised of individuals from the current Sparx team, including Al Thorgeirson, President and Chief Executive Officer, Drew Craig, Director, Mark Binns, Director, Brian Brady, Director, Richard Hubbard, Director, Spencer Trentini, Chief Financial Officer and Corporate Secretary, Kevin Annison, Head of Global Sales and Jud Lewis-Mahon, Head of Product & User Experience. The Resulting Issuer's audit committee will be comprised of Brian Brady (Chair), Mark Binns and Richard Hubbard. Completion of the acquisition is subject to a number of conditions, including the TSX Venture Exchange acceptance, execution of definitive agreement, and completion of the forward split of ECC3's issued and outstanding common shares on the basis of 1.2 for one and completion of QT Financing. The transaction has been approved by the ECC3 Board. As of December 29, 2021, Sparx has completed non-brokered private placement financing and issued 10.2 million subscription receipts at a price of CAD 0.25 per subscription receipt for aggregate gross proceeds of CAD 2.5 million. As of January 14, 2022, Sparx Technology completed an additional non-brokered private placement financing conducted in connection with the transaction pursuant to which Sparx issued 420,000 subscription receipts at a price of CAD 0.25 per subscription receipt for aggregate gross proceeds of CAD 0.1 million. On March 14, 2022, ECC3 received conditional acceptance from the TSX Venture Exchange to close the acquisition. ECC3 and Sparx anticipate closing the transaction on or about March 23, 2022. Endeavor Trust Company acted as registrar and transfer agent to ECC3.