VANCOUVER, BC – TheNewswire - February 27, 2023 – Hopefield Ventures Inc. (TSXV:HVI.P) (“Hopefield”) and CyberCatch Holdings, Inc. (“CyberCatch”) are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the “Exchange”) in respect of Hopefield’s proposed acquisition of CyberCatch (the “Transaction”).

As previously disclosed in its news release dated December 9, 2023, Hopefield has entered into an amalgamation agreement (the “Amalgamation Agreement”) with CyberCatch and 1390090 BC Ltd., a wholly-owned subsidiary of Hopefield. Pursuant to the Amalgamation Agreement, Hopefield will, among other things, acquire all of the issued and outstanding securities of CyberCatch. The Transaction has been conditionally approved by the Exchange and is expected to close in March 2023. It is anticipated that the Transaction will constitute a reverse takeover and Hopefield’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the Exchange.

Completion of the Transaction is subject to a number of conditions, including the receipt of final approval from the Exchange. Trading in the common shares of Hopefield is presently halted and will remain halted until completion of the Transaction.

Filing Statement

In connection with the Transaction and in compliance with the policies of the Exchange, Hopefield will file on SEDAR a filing statement which will contain details regarding the Transaction.

Bridge Loan

Hopefield is also pleased to announce that it has entered into a loan agreement (the “Loan Agreement”) with CyberCatch. Pursuant to the Loan Agreement, Hopefield has agreed to advance to CyberCatch a secured loan in the amount of $250,000 (the “Loan Amount”). The Loan Amount will be used by CyberCatch for general working capital and operating purposes.

In the event that the Amalgamation Agreement is terminated, the Loan Amount will be due and repayable by CyberCatch within thirty days of such termination.

About Hopefield

Hopefield is a “capital pool company” within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction (as defined under the policies of the Exchange), Hopefield will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

For further information, please contact:

Mark Binns, Chief Executive Officer
Telephone: (604) 681-0084
Email: mark.binns1@gmail.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain certain “Forward-Looking Statements” as defined under applicable Canadian securities laws.  When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information.  These forward-looking statements or information may relate to: the timing of the Transaction and completion thereof; approvals required from the Exchange; advancement of the Loan Amount; and repayment of the Loan Amount.  

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of Hopefield considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Transaction on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

The forward-looking information contained in this news release is stated as of the date of this news release. Hopefield does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.