Glossary of Terms

3 Way Amalgamation: Amalgamation is a process by which two or more corporations governed by the Canada Business Corporations Act, the "amalgamating corporations," merge and carry on as one corporation, the "amalgamated corporation".

Capital Pool Company (“CPC”): An alternative way for private companies in Canada to raise capital and go public. The capital pool company system was created and is currently regulated by the TMX Group, and the resulting companies trade on the TSX Venture Exchange in Toronto, Canada.

CSE: Canadian Securities Exchange operated by CNSX Markets Inc.

Common Shares: Shares of common stock in the capital of the Company

Definitive Agreement (“DA”): A legally binding agreement setting forth all terms and conditions. When a Target Company signs the Definitive Agreement, they are agreeing to be bound to the SAK shell.

Direct Registration System ("DRS"): A system that allows registered securities (e.g. stock) to be held in electronic form without having a physical security certificate issued as evidence of ownership. Upon being issued your digital security, you may request the DRS be transferred to your trading account (e.g. iTrade, Qtrade, TD Direct Trading, WealthSimple, Questrade, etc) via your trading account. Each trading account has slightly different paperwork to fill out to make the transfer request. The time for processing and receiving the securities in your account can vary from 5-10 business days and may charge a fee for the transfer.

Letter of Intent (“LOI”): A document declaring the preliminary commitment of one party to do business with another.

Non-Offering Prospectus (“NOP”): Includes all information and financial statements that are required under National Instrument 41-101F1 Information Required in a Prospectus to qualify the distribution of the company’s already outstanding securities to the public. No shares are sold in connection with the transaction, hence the name “non-offering prospectus.” An NOP requires sign-off by both the securities regulators as well as the applicable stock exchange.

Reverse Takeover (“RTO”): A process whereby private companies can become publicly traded companies via a Shell Company without going through the lengthy, time-consuming process of an initial public offering (IPO). This process typically entails an existing exchange-listed Shell Company with very few assets to acquire a private company with significant assets, therefore merging into one entity on the stock exchange.

Shell Company: Financial vehicles either by way of a Capital Pool Company (“CPC”) or Reverse Takeover (“RTO”) to aid private companies to go public.

Special Warrant: Long-term options that allow investors to buy common stock at a fixed price until some future date.

Target Company: Potential company undergoing UpCapital’s due diligence in order to be utilized with the SAK shell vehicle.

Transfer Agent: A transfer agent is a trust or escrow company, bank, or similar institution assigned by a corporation for the purposes of maintaining an investor's financial records and tracking each investor's account balance. The transfer agent records transactions, cancels and issues certificates, processes investor mailings, and handles a host of other investor problems, including reissuing lost or stolen certificates.

TSXV: Toronto Stock Exchange Venture operated by the TMX Group.