2025-06-30 16:05 ET - News Release

Mr. Trevor Treweeke reports

DEPARTURE BAY CAPITAL ANNOUNCES FILING OF FILING STATEMENT AND ADDITIONAL INFORMATION ON PROPOSED QUALIFYING TRANSACTION WITH CHEELCARE

Further to its news release of Feb. 26, 2025, and following its receipt of conditional acceptance from the TSX Venture Exchange in respect of its previously announced qualifying transaction with 9302204 Canada Inc. (operating as Cheelcare), pursuant to Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange, Departure Bay Capital Corp. has filed a filing statement dated June 27, 2025, prepared in connection with the transaction on Departure Bay Capital's SEDAR+ profile. Departure Bay Capital also wishes to provide additional information regarding its previously announced transaction.

Supplementary financial information of Cheelcare

The following table presents selected financial data for Cheelcare, as disclosed.

Proposed management and board of directors of resulting issuer

As previously announced, upon completion of the transaction, the board of directors of Departure Bay Capital upon completion of the transaction is expected to consist of: (i) Eugene Cherny; (ii) Dima Paltsev; (iii) Roy Ellis; (iv) Trevor Treweeke; (v) Marc Kazimirski; (vi) Sheila Buck; and (vii) Maxime Lemieux. Ms. Buck and Mr. Kazimirski will be appointed as directors of the resulting issuer at the next annual meeting of the shareholders of the resulting issuer. Upon completion of the transaction, Mr. Cherny is expected to be appointed as the chief executive officer, Arnab De is expected to be appointed as chief financial officer of the resulting issuer, and Mr. Paltsev is expected to be appointed as vice-president, finance, and corporate secretary.

Biographies for the additional anticipated principals and insiders (as such terms are defined in the policies of the TSX Venture Exchange) of the resulting issuer are as follows.

Mr. Ellis (director of the resulting issuer)

Mr. Ellis is a strategic human resource professional with over 35 years of international McDonald's experience in both general management and HR (human resources). Mr. Ellis partnered with the U.S. and corporate leadership team on the design and execution of multiple transformation initiatives while providing HR oversight for approximately 700,000 employees. Mr. Ellis is a seasoned McDonald's executive and, later through his consulting practice, became a strategic partner to multiple Fortune 500 companies spanning the retail sector. Mr. Ellis has participated on many for profit and not-for-profit boards to include Cheelcare, EDCNS (Economic Development Corporation of North Simcoe), Huronia Airport Commission, North Simcoe Tourism, and multiple condo boards both in Ontario and British Columbia.

Mr. Treweeke (director of the resulting issuer)

Mr. Treweeke brings over a decade of experience in finance, capital markets and corporate development, with a strong focus on early-stage and small-cap companies. He has developed expertise in sourcing growth capital for early-stage businesses, including advising on M&A (merger and acquisition) transactions, budgeting, and financial analysis. Over the course of his career, he has been involved in capital raises totalling more than $40-million.

Mr. Treweeke is a partner at Smallcap Discoveries, a leading small-cap investment community focused on uncovering high-quality, under-the-radar companies in the public markets.

Earlier in his career, Mr. Treweeke worked at the Toronto Stock Exchange, where he collaborated with small-cap issuers to ensure regulatory compliance and facilitate corporate transactions. He began his professional journey at VantageWire/Financial Press, a small-cap marketing firm, where he specialized in investor communications and content development for public companies.

In addition to raising capital and advising several public issuers, Mr. Treweeke currently serves as a director of Departure Bay Capital. He holds a bachelor of arts in economics from the University of Calgary.

Mr. Kazimirski (director of the resulting issuer)

Mr. Kazimirski is the founding partner of KazLaw in Vancouver, B.C. The entirety of his practice is devoted to representing injured individuals. This consists of a wide range of cases involving chronic pain, orthopedic and traumatic brain injuries, and psychological injuries, resulting from all types of accidents.

Mr. Kazimirski has been a personal injury lawyer on some of the largest cases in British Columbia. He is very active in the legal community and is the past president of the Trial Lawyers Association of British Columbia. Mr. Kazimirski has lectured and chaired TLABC (Trial Lawyers Association of British Columbia) and CLE (Continuing Legal Education Society of British Columbia) seminars on personal injury damages, trial advocacy, cross-examination, expert evidence and the new (civil) rules. Mr. Kazimirski is an adjunct professor at the University of British Columbia's Faculty of Law and is teaching one of the first personal injury courses to be available at a Canadian law school.

Due to Mr. Kazimirski's passion and continuing dedication to the law, he was appointed King's Counsel in December, 2023. Mr. Kazimirski's appointment to King's Counsel was not surprising to his peers as the designation is a testament to the exceptional dedication and contributions he has made to the legal field and his unwavering commitment to service and expertise. It is anticipated that Mr. Kazimirski will be appointed as a director of the resulting issuer at the next annual meeting of the shareholders of the resulting issuer.

Sheila Buck (director of the resulting issuer)

Ms. Buck is an occupational therapist and internationally known speaker, consultant and educator from Ontario, Canada. Ms. Buck has spoken extensively in Ireland, Norway, Oceania and North America on seating and mobility concepts for the very young to the very old. Her audiences have included but are not limited to physio and occupational therapists, nurses, doctors, case managers, DME (durable medical equipment) vendors and manufacturers of seating and mobility products.

Her extensive knowledge related to the provision of assistive technology for mobility is reflected in her book, "More Than 4 Wheels: Applying clinical practice to seating, mobility and assistive technology, 3rd edition." This excellent clinical guide is currently being used as a learning tool around the world with over 1,500 copies sold. Ms. Buck is also a contributing author in the publication "Seating and Wheeled Mobility: A Clinical Resource Guide." It is anticipated that Ms. Buck will be appointed as a director of the resulting issuer at the next annual meeting of the shareholders of the resulting issuer.

Ms. Buck is known for her compassion for advocating for her clients and advancing her learning and skills to those she consults with in the seating and mobility industry.

Maxime Lemieux (Director of the Resulting Issuer)

Mr. Lemieux is a skilled capital markets and securities lawyer with a broad practice focused on securities, corporate finance, and mergers and acquisition. He works with clients in the mining industry as well as emerging companies such as information technology and renewable energy startups.

Representing both issuers and investment dealers, Mr. Lemieux advises on private and public debt and equity offerings. He has also acted as lead counsel in private and public M&A transactions and corporate reorganizations as well as reverse takeovers, exempt takeover bids and proxy contests.

Mr. Lemieux provides advice to private and public companies on their continuing corporate and securities law obligations. He also acts for junior issuers in connection with initial public offerings, follow-on offerings and listings on the TSX Venture Exchange, the Canadian Securities Exchange and the over-the-counter (OTC) markets.

Arnab De (chief financial officer of the resulting issuer)

Mr. De is a seasoned executive with more than 20 years of experience in financial management, financial planning, business optimization and strategy development. He is the principal of Resurgent Montreal Inc., a financial management consulting firm. Prior to that he worked for 19 years in the Tata Group holding CFO positions in JCAPCPL (a 50/50 JV of Tata Steel Minerals Canada Ltd. with Nippon Steel) producing automotive steels and Tata Steel, where he oversaw the DSO (direct shipping ore) project from conception and managed an investment of more than $1.5-billion in equity and debt. Mr. De is also currently the CFO for publicly listed companies.

Debenture financing

As previously announced in its press release dated Feb. 26, 2025, Cheelcare closed a private placement of debentures for an aggregate of $502,999.50. No non-arm's-length parties to Departure Bay Capital hold Cheelcare convertible debentures other than: (i) $50,000 of Cheelcare convertible debentures purchased directly by Mr. Treweeke, chief executive officer, corporate secretary and a director of Departure Bay Capital; (ii) $227,999.50 of Cheelcare convertible debentures purchased directly and indirectly by Paul Andreola, a director of Departure Bay Capital; and (iii) $25,000 of Cheelcare convertible debentures purchased indirectly by Jake Bouma, a director of Departure Bay Capital.

Seventy-five thousand dollars of the newly issued Cheelcare convertible debentures was used to repay a third party for previous consulting fees and the balance was used to settle outstanding debentures of Cheelcare. Cheelcare currently has convertible debentures outstanding in the principal amount of $1,372,999.50. As of June 30, 2025, $269,742 in interest on the Cheelcare convertible debentures remain outstanding.

Namesilo Technologies Corp. (a corporation of which Mr. Andreola (a director of Departure Bay Capital) is president, chief executive officer and director) and Cheelcare entered into a convertible loan agreement dated March 5, 2025, which provides for a revolving drawdown facility in the aggregate amount of up to $450,000 bearing a 12-per-cent interest rate and convertible into common shares at a price of 75 cents per postsplit common share of Cheelcare. The convertible loan is convertible at the option of Cheelcare up until the closing of the transaction, after which the option becomes at the discretion of Namesilo. The maturity date is the date that is 18 months from March 5, 2025. The convertible loan agreement is not expected to be converted upon the closing of the transaction. Following the closing the transaction, any conversion of the interest into such number of conversion common shares will be subject to the approval of the TSX-V and subject to TSX-V policies. The convertible loan agreement also provides for the issuance of 300,000 common share purchase warrants of Cheelcare. The commitment warrants are exercisable at a price of $1.50 per postsplit common share of Cheelcare.

Upon the closing of the transaction, approximately 2,440,888 common shares of the resulting issuer at a deemed price of 56.25 cents per resulting issuer common share will be exchanged for all the postsplit common shares of Cheelcare issued upon the automatic conversion of the Cheelcare convertible debentures, excluding interest. Approximately 479,530 resulting issuer common shares at a deemed price of 56.25 cents per resulting issuer common share will be exchanged for all of the postsplit common shares of Cheelcare issued in satisfaction of the accrued interest on the Cheelcare convertible debentures, calculated as of June 30, 2025.

Update on the transaction

It is currently anticipated that the effective date of the completion of the transaction will be on or about July 4, 2025. Following the closing of the transaction, shareholders can expect to receive their shares of the resulting issuer from the resulting issuer's transfer agent within a few business days.

The completion of the transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the TSX-V and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the transaction is expected to occur on or about July 4, 2025, or such other date as may be determined. Trading of Departure Bay Capital's shares will remain halted until such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to Policy 2.4 Capital Pool Companies of the TSX-V.

For further details with respect to the transaction, refer to the press release of Departure Bay Capital dated Feb. 26, 2025, available on SEDAR+.

About Departure Bay Capital Corp.

Departure Bay Capital is a capital pool company created pursuant to the policies of the TSX-V. It does not own any assets, other than cash or cash equivalents and its rights under the definitive agreement. The principal business of Departure Bay Capital is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSX-V so as to complete a qualifying transaction in accordance with Policy 2.4.

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