VANCOUVER, BC - TheNewswire – February 1, 2022 – Hopefield Ventures Inc. (TSXV:HVI.P) (“Hopefield”) is pleased to announce that, further to its prior news release dated December 10, 2021, it has entered into a share exchange agreement (the “Share Exchange Agreement”), dated effective February 1, 2022, with Madali Ventures Inc. (“Madali”) and the shareholders of Madali (the “Madali Shareholders”). Pursuant to the Share Exchange Agreement, Hopefield will acquire all of the issued and outstanding shares of Madali from the Madali Shareholders in exchange for post- consolidation common shares of Hopefield (the “Transaction”) to form the resulting issuer (“Resulting Issuer”). Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue on the business of Madali and will qualify as a Tier 2 Technology Issuer on the TSX Venture Exchange (“Exchange”). Hopefield intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in Policy 2.4 of the Exchange.

The Transaction

Immediately prior to the closing of the Transaction, Hopefield will consolidate the 38,700,000 common shares of Hopefield (each, a “Hopefield Share”) currently issued and outstanding on the basis of 1 post-consolidation Hopefield Share for approximately every 1.76 outstanding pre-consolidation Hopefield Share (the “Consolidation”), resulting in an aggregate of approximately 22,000,0000 post-Consolidation Hopefield Shares issued and outstanding.

Pursuant to the Share Exchange Agreement, each outstanding common share of Madali will be exchanged for approximately 3.81 post-Consolidation Hopefield Shares. Hopefield anticipates issuing approximately 20,000,000 post-Consolidation Hopefield Shares to the Madali Shareholders at a deemed price of $0.50 per post-Consolidation Hopefield Share.

It is expected that, upon completion of the Transaction, the Resulting Issuer will have, on an undiluted basis, approximately 42,600,000 shares issued and outstanding (each, a "Resulting Issuer Share"). Upon completion of the Transaction and on an undiluted basis, it is expected that: (i) the former shareholders of Madali will hold approximately 46.95% of the Resulting Issuer Shares; (ii) the former shareholders of Hopefield will hold approximately 51.64% of the Resulting Issuer Shares; and (iii) a person who acted as a finder will hold approximately 1.41% of the Resulting Issuer Shares.

The completion of the Transaction is subject to, among others, the following conditions precedent: the parties shall have tendered all closing deliveries contemplated in the Share Exchange Agreement; the Resulting Issuer Shares shall have been conditionally approved for listing on the Exchange, and the Transaction shall have been conditionally approved as a Qualifying Transaction by the Exchange, subject to the customary requirements of the Exchange in respect of transactions of the nature of the Transaction; the existing directors and officers of Hopefield, except Mark Binns, shall have resigned; completion of the Consolidation; and completion of the name change of Hopefield to “Madali Ventures Corp.” or such other name as Madali may determine.

Sponsorship

The Transaction is subject to the sponsorship requirements of the Exchange unless an exemption from those requirements is granted or a waiver is granted by the Exchange. Hopefield intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that such waiver will be granted by the Exchange. If a waiver from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Additional Information

Additional terms regarding the Transaction were previously disclosed in the news releases of Hopefield dated December 10, 2021, which is available under Hopefield’s SEDAR profile at www.sedar.com.

Trading in the common shares of Hopefield has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the Exchange. There can be no assurance that trading of common shares of Hopefield will resume prior to the completion of the Transaction.

In connection with the Transaction and pursuant to the requirements of the Exchange, Hopefield will file on SEDAR (www.sedar.com) a filing statement which will contain details regarding the Transaction, Hopefield, Madali and the Resulting Issuer.

About Madali

Madali is a private company incorporated pursuant to the Business Corporations Act (Alberta) that aims to bring faster, cheaper, and more transparent financial products to the world compared to traditional finance. Madali is leading this evolution of finance using blockchain technology, the bitcoin lightning network, and decentralized finance (DeFi).

The following table contains selected financial information with respect to ‎Madali and has been derived from Madali‎’s financial statements for the period from incorporation on October 12, 2021 to December 31, 2021:‎

The audit of Madali’s financial statements for the period from incorporation on October 12, 2021 to December 31, 2021 is not yet ‎complete and the above financial information is therefore subject to change‎.

For more information regarding Madali, please visit Madali’s website at www.madaliventures.com.

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

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Hopefield should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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; statements concerning the Resulting Issuer following completion of the Transaction; completion of the Transaction; and expectations for other economic, business, and/or competitive factors.  

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.