Pursuant to the DS Purchase Agreement, the Company has agreed to acquire all of the issued and outstanding shares of DS Consultants Ltd. (“DS Consultants”) for the aggregate consideration of up to $22,500,000 (the “Purchase Price”), which will be satisfied through: (i) an initial cash payment by the Company of $10,500,000; (ii) the issuance of $7,500,000 of common shares of the Company (the “Consideration Shares”); and (iii) a cash-based earnout paid over three years to a maximum of $1,500,000 annually, tied to progressive EBITDA targets. The Purchase Price is subject to DS Consultants retaining total assets net of total liabilities of at least $4,000,000. The number of Consideration Shares paid to the vendors on the closing shall be determined by the 30-day volume weighted average of the Company’s common shares as traded on the TSX Venture Exchange (the “TSX-V”). The Consideration Shares will be subject to a four-month hold period.