Xogen Technologies Inc. entered into a letter of intent to acquire Haviland Enviro Corp. (TSXV:HEC.P) for CAD 3.3 million on May 9, 2023. As part of consideration, the holders of the issued and outstanding Class A common shares, shall receive an aggregate of 25 million common shares of the Resulting Issuer on the basis of one (1) Resulting Issuer Share for each three (3) Xogen Shares held.

The completion of the transaction is subject to a number of terms and conditions, including and without limitation to the following: (a) negotiation and execution of the Definitive Agreement (b) the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the approval of the TSXV (c) Xogen having advanced it business sufficiently to meet the TSXV listing requirements and being able to establish value on an acceptable basis to the Company in accordance with TSXV policies (d) there being no material adverse changes in respect of either the Company or Xogen (e) closing of the Concurrent Financing and other standard conditions of closing for a transaction in the nature of the transaction.