CLOUD3 VENTURES — Capital/Financing Update 2023

Sep 6, 2023

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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

WEB3 VENTURES EXPANDS PORTFOLIO WITH ACQUISITION OF UNSTOPPABLE DOMAINS SHARES FROM PLUTO 11.11, ANNOUNCES CHANGES TO BOARD OF DIRECTORS, ANNOUNCES AMENDMENT OF ITS EXISTING EQUITY INCENTIVE PLAN, AND ISSUES OPTIONS AND RESTRICTED SHARE UNITS TO ELIGIBLE PERSONS PURSUANT TO ITS EQUITY INCENTIVE PLAN

Toronto, Ontario – September 6, 2023, Web3 Ventures (the “ Company ”) is excited to announce its recent acquisi�on of 24,084 Series A-1 Preferred Stock of Unstoppable Domains Inc. (“ Unstoppable Domains ”) from Pluto 11.11 Inc. (“ Pluto ”) value of USD $1,110,978.07 in exchange for 302,186 mul�ple vo�ng shares (“ MVS Shares ”) in the capital of the Company valued at CAD$5.00 each (the “ Transac�on ”).

Terms of the Transac�on

As a condi�on of the Transac�on, the Company entered into several agreements with Unstoppable Domains and its exis�ng shareholders, including a Vo�ng Agreement, ROFR and Co-Sale Agreement, Investors’ Rights Agreement, and Token Agreement.

Unstoppable Domains is at the forefront of revolu�onizing digital iden�ty and web presence by launching domains secured by blockchains and crea�ng un-censorable websites. Their groundbreaking NFT domains empower individuals with control over their online iden��es, allowing usernames to serve as access keys to over 150 Web3.0 applica�ons, facilita�ng seamless interac�ons within the decentralized web landscape.

"We are thrilled to welcome Unstoppable Domains to our por�olio,” said David Nikzad, CEO and Founder of the Company. “This acquisi�on aligns perfectly with our vision of enabling a more decentralized and secure internet. Unstoppable Domains' work in the field of blockchain-based iden�ty and un-censorable web solu�ons resonates with our core values, and we look forward to collabora�ng closely to drive innova�on in this space."

The Transac�on cons�tutes a “related party transac�on” in accordance with Mul�lateral Instrument 61101 (“ MI 61-101 ”). The Transac�on is exempt from the formal valua�on and minority shareholder approval requirements of MI 61-101. In par�cular, the Company has determined that the exemp�ons set out in paragraphs (a) and (b) in sec�on 5.5 of MI 61-101 are applicable since the aggregate considera�on to be paid by the related par�es will not exceed 25% of the market capitaliza�on of the Company and the Company is not listed on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alterna�ve Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. In addi�on, regarding the minority shareholder approval exemp�ons, the independent directors have determined that the exemp�ons set out in paragraphs (1)(a) and (b) in sec�on 5.7 of MI 61-101 are applicable in that the aggregate considera�on to be paid by the related par�es will not exceed 25% of the market capitaliza�on of the Company, the

distribu�on of the securi�es to the related par�es will have a fair market value of not more than CAD$2,500,000 and the Company is not listed on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alterna�ve Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Early Warning Report

In connec�on with the Transac�on, Pluto acquired 302,186 MVS Shares.

Prior to the Transac�on, Pluto held 99,560 MVS Shares, 9,956,000 subordinate vo�ng shares (“ SVS Shares ”), 49,780 warrants to purchase MVS Shares (“ MVS Warrants ”), and 4,978,000 warrants to purchase SVS Shares (“ SVS Warrants ”), following the Transac�on, Pluto now owns approximately 64.5% of the issued and outstanding SVS Shares (calculated by the total number of MVS Shares held on an asconverted basis) on a non-diluted basis and 47.45% on a fully diluted basis.

Pluto is a related party to Orthogonal Thinker Inc., which holds 76,099 MVS Shares, 76,099 MVS Warrants and a right to purchase an addi�onal 246,969 MVS Shares, and 246,969 MVS Warrants under op�ons purchased from exis�ng shareholders of the Company (the “ Op�ons ”).

Following the Transac�on, Orthogonal, together with Pluto now owns approximately 35.8% of the issued and outstanding SVS Shares (calculated by the total number of MVS Shares held on an as-converted basis) on a non-diluted basis and 47.4% on a fully diluted basis.

by contac�ng David Nikzad, Chief Execu�ve Officer of Pluto at 1-808-213-8191. The Company’s head office is located at 409 - 22 Leader Lane, Toronto, ON, M5E 0B2.

Appointment of Jack Rentz as a Director

immediately.

undergraduate degree at the University of Georgia, he atended the Medical School of Georgia where he received his doctorate in medicine. Dr. Rentz then moved to New Orleans where he completed his residency in anesthesiology. He accepted a fellowship at the Pain Medicine Center at Texas Tech University. A�er comple�ng his double board cer�fica�on, he moved to Denver.

In addi�on to prac�cing medicine through pa�ent care, Dr. Rentz owns his prac�ce, Denver Diagnos�c Pain, surgery center, Denver Diagnos�c Ambulatory Surgery Center, and regenera�ve medicine company, Colorado Stem Cells. As a consultant and instructor, Dr. Rentz travels the country lecturing and teaching labs to fellow doctors for medical device companies. With a comprehensive knowledge of technology as well as medicine, Dr. Rentz partners with emerging companies as an angel investor and consultant.

Amendments to 2022 Equity Incen�ve Plan

The Company is pleased to announce that it has adopted an amended equity incen�ve plan (the “2023 Equity Incen�ve Plan”) which replaces the 2022 Equity Incen�ve Plan which was approved by the shareholders on December 19, 2022. The 2023 Equity Incen�ve Plan accurately reflects the number of op�ons, restricted share units (“ RSUs ”) and share award allowances to represent a maximum of 10% of the total equity shares of the Company.

Issue of Op�ons and RSUs

The Company is pleased to announce that it has approved the issuance of 10,550,000 op�ons and 1,000,00 RSUs to eligible persons under the 2023 Equity Incen�ve Plan. The issuance of these awards is intended to further incen�vize their recipients to con�nue with their commitment towards the success of the Company. The exercise prices and ves�ng terms of the Op�ons and RSUs is contained in the individual award agreements entered into between the company and the recipients.

About Web3 Ventures Inc.:

and developing world class projects and applica�ons for the decentralized web. Focused on suppor�ng founders and entrepreneurs, the Company’s core investment pillars are blockchain based transparency, secured iden�ty, verified communica�ons, and game-ifica�on, focusing on early-stage, small, & medium enterprises in the burgeoning web3.0 sector.

For more informa�on, please contact:

Web3 Ventures Inc. David Nikzad, CEO Telephone: 1-866-395-6989 Email: Investors@w3ven.com

Cau�onary Note Regarding Forward-Looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release are based on certain assumptions and expected future events, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements include statements relating to: the closing of the Transaction, the Company’s business objectives and milestones and the anticipated timing of, and costs in connection with, the execution or achievement of such objectives and milestones; the Company’s future growth prospects; the development of the Company’s business and future activities following the date hereof; expectations relating to market size and anticipated growth in the jurisdictions within which the Company may from time to time operate or contemplate future operations; expectations with respect to economic, business, regulatory and/or competitive factors related to the Company or the security industry generally; the impact of the COVID-19 pandemic on the Company’s current and future operations; the market for the Company’s current and proposed product offerings, as well as the Company’s ability to capture market share; the Company’s strategic investments and capital expenditures, and related benefits; the distribution methods

expected to be used by the Company to deliver its product offerings; the competitive landscape within which the Company operates and the Company’s market share or reach; the performance of the Company’s business and the operations and activities of the Company; and the Company’s ability to obtain, maintain, and renew or extend, applicable authorizations, including the timing and impact of the receipt thereof.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such 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 statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether because of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.