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VANCOUVER, British Columbia / TheNewswire / February 26, 2024 – Hopefield Ventures Two Inc. (TSXV:HVII.P) (“HVII” or the “Company”) announces that, in connection with the entering into of the unit contribution and exchange agreement between the Company, Predictive Technologies, LLC (“Predictive”), Qeleo Technologies Finance Company Ltd., 1460983 B.C. Ltd. and certain security holders of Predictive announced on February 5, 2024 (the “Definitive Agreement”), the Company is seeking the approval of the TSX Venture Exchange (the “Exchange”) pursuant to Section 8.5 of Exchange Policy 2.4 – Capital Pool Companies for HVII to provide a bridge loan of $150,000 to Predictive (the “Bridge Loan”) to fund Predictive’s operations prior to the completion of the transactions contemplated by the Definitive Agreement. The advancement of the Bridge Loan is subject to prior approval of the Exchange.

 

The Bridge Loan will bear interest at an annual rate of 7%, which will begin to accrue on August 30, 2024, and will be evidenced by a loan agreement, which will be secured against certain specified assets of Predictive. The Bridge Loan will be subject to customary events of default and will be repayable in six (6) consecutive, equal monthly installments commencing on August 30, 2024.

 

In addition to the Bridge Loan, in accordance with Section 8.5 of Exchange Policy 2.4 – Capital Pool Companies, the Company advanced an unsecured loan of $25,000 to Predictive which will be used by Predictive to preserve its assets.

 

About HVII (TSXV: HVII.P)

HVII is a corporation incorporated under the laws of the Province of British Columbia and is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario. HVII was incorporated on January 24, 2022 pursuant to the provisions of the BCBCA.

 

HVII is a “capital pool company” (within the meanings of the policies of the TSXV, including Policy 2.4). HVII has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until the completion of a Qualifying Transaction (as defined in Policy 2.4), HVII will not carry on any business other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

 

About Predictive Technologies, LLC

 

Predictive is a technology company which develops and implements state-of-the-art artificial intelligence capabilities which are delivered through a software-as-a-service (“SaaS”) business model. These technologies are built on 7 years of dedicated research and development. Customers can utilize the Predictive’s artificial intelligence (“AI”) technologies in their own businesses without having to invest in the infrastructure and expertise to develop these capabilities themselves. They include, amongst others, services such as automated data analytics, natural language processing, predictive modelling, image and video analytics, and assistance and advisory function. Predictive markets its AI technologies under the name “Qeleo”.

Predictive is a limited liability company existing under the laws of Colorado, United States, which was formed on September 16, 2016. Predictive currently has operations is each of New York, Texas, Washington D.C., Florida, California, Massachusetts, Maryland and Colorado.

 

Contact Information

 

Hopefield Ventures Two Inc.

Suite 2200 – 885 West Georgia Street

Vancouver, B.C. V6C 3E8

 

Attention: Mark Binns, Chief Executive Officer

Telephone: (604) 681-0084

Email: mark.binns1@gmail.com

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as “may”, “should”, “anticipate”, “would”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning (a) the advancement of the Bridge Loan (including its timing), and (b) the terms of the Bridge Loan.

The Company cautions that all forward-looking information is inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of HVII and Predictive, including expectations and assumptions concerning HVII, Predictive, the Bridge Loan, including the acceptance of the TSXV, as well as other risks, uncertainties, and assumptions, including but not limited to assumptions regarding prevailing market conditions and general business, economic, competitive, political and social uncertainties to develop the forward-looking information in this press release. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. There can be no assurance that the Bridge Loan will be completed in its entirety or at all. Investors are cautioned that any information released or received with respect to, among other matters disclosed in this press release, the Bridge Loan may not be accurate or complete and should not be relied upon. Such forward-looking information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information contained in this press release is expressly qualified by this cautionary statement.

The forward-looking information contained in this press release are made as of the date of this press release, and HVII does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the 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 of this release.