Kalmarna Limited (Tonisity BVI) entered into a non-binding letter of intent to acquire Wangton Capital Corp. (TSXV:WT.H) in a reverse merger transaction on December 12, 2021. Wangton Capital will acquire, through a series of steps, of all of the issued and outstanding shares of Tonisity BVI. Before the execution of the definitive agreement, Tonisity BVI will undertake a non-brokered financing (the "Bridge Financing") consisting of the issuance of Tonisity BVI Class B shares at a price of CAD 1.25 per share for aggregate gross proceeds of approximately CAD 6.25 million. In connection with the Transaction, Wangton, and Tonisity have engaged Roth Canada, ULC as sole lead agent to undertake a concurrent financing for net proceeds of at least approximately CAD 20 million. Upon completion of the transaction, the bridge Financing and the concurrent Financing, current Tonisity BVI shareholders will hold approximately 71.3% of the outstanding shares of the Resulting Issuer on a non-diluted basis. It is expected that upon completion of the transaction, the resulting issuer will be listed as a Tier 1 Technology Issuer on the TSXV. Upon completion of the transaction, the Resulting Issuer will hold directly and indirectly 100% of the equity interests of Tonisity, will change its name to "Tonisity Holdings Inc." and will request a trading symbol acceptable to Tonisity and the TSXV.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance, execution of the definitive agreement, approval of the shareholders of Wangton Capital Corp., closing of the Bridge Financing, closing of the Concurrent Financing and other closing conditions customary for a transaction of this nature. Effective February 22, 2022, the parties have mutually agreed to terminate the engagement agreement in connection with the transaction. Wangton Capital Corp. made its initial submission to the TSX Venture Exchange seeking approval of the transaction on March 10, 2022. As of March 14, 2022, Wangton and Tonisity BVI continue to negotiate the terms of a definitive agreement with respect to the transaction.