Light AI Inc. entered into a binding letter of intent to acquire Mojave Brands Inc. (CNSX : MOJO) for CAD 15.89 million in a reverse merger transaction on January 31, 2024. The purpose of the LOI is to reflect the desire of each party to effect an RTO pursuant to which the Company plans to issue 3.89 common shares in the capital of the Company (each a ?Mojave Share?) for each of the 8,514,957 issued and outstanding common shares in the capital of LAI (each an ?LAI Share?) and to issue 1 Mojave shares for each LAI SPV shares outstanding by way of a share exchange, merger, amalgamation, plan of arrangement or such other comparable form as determined by the parties following a review of all relevant tax, corporate and securities law considerations and a due diligence review. The Transaction shall result in a reverse takeover (?RTO?) of the Company by LAI and shall constitute a fundamental change, as defined by the policies of the Canadian Securities Exchange (?CSE?). Upon completion of the Transaction, the resulting entity (the ?Resulting Issuer?) will continue to carry on the business of LAI. Upon completion of the Transaction, subject to shareholder approval, the Resulting Issuer will change its name to ?Light AI Inc.?, or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Resulting Issuer. On Closing, the current directors and officers of the Company will resign their respective positions. Mojave will appoint one nominee as a director of the Resulting Issuer, and four nominees of LAI will be appointed to the Resulting Issuer?s board. All officer positions will be nominees of LAI and will be determined prior to closing. In connection with the Transaction, the Company will complete a non-brokered private placement for gross proceeds of at least CAD 7.5 million. In addition, LAI SPV will complete a non-brokered private placement of convertible debentures for gross proceeds of at least CAD 2.5 million and a maximum of CAD 5 million.

The Transaction is subject to a number of conditions including, but not limited to: the execution of the Definitive Agreement effecting the Transaction; review and approval of the Transaction by the Boards of Directors of the Company, LAI and LAI SPV and any requisite shareholder approval; review and approval of the CSE and all other regulatory bodies having jurisdiction in connection with the subject Transaction; the LAI SPV Concurrent Financing and the Mojave Concurrent Financing shall have closed, or shall close concurrently with Closing; completion of mutually satisfactory due diligence investigations of the parties; compliance with all applicable regulatory requirements and conditions in connection with the Transaction; and other condition precedents customary for a transaction such as the Transaction.