Jasper Commerce Inc. — M&A Activity 2021

Oct 8, 2021

SAASQUATCH CAPITAL CORP.

c/o 1500 – 1055 West Georgia Street Vancouver, B.C. V6E 4N7 Telephone: (604) 250-1737; Email: W@DataSystems.ca

PRESS RELEASE

October 7, 2021

TSX-V: SAAS.P

SAASQUATCH CAPITAL CORP. ANNOUNCES DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH JASPER INTERACTIVE STUDIOS INC.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

VANCOUVER, B.C. – SaaSquatch Capital Corp. (TSX-V: SAAS.P) (“ SaaSquatch ” or the “ Company ”), a capital pool company listed on the TSX Venture Exchange (the “ Exchange ”), is pleased to announce that it has entered into a definitive agreement dated October 7, 2021 (the “ Definitive Agreement ”) with Jasper Interactive Studios Inc. (“ Jasper ”) in respect of a proposed business combination (the “ Proposed Transaction ”). It is anticipated that the Proposed Transaction will constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the Exchange. This announcement updates the news release issued by the Company on September 16, 2021.

Summary of the Proposed Transaction

Pursuant to the Definitive Agreement, the parties will complete a three-cornered amalgamation whereby 2869943 Ontario Inc. (“ SaaSquatch Subco ”), a wholly-owned subsidiary of SaaSquatch, will amalgamate with Jasper, and SaaSquatch will acquire all of the issued and outstanding Jasper common shares (the “ Jasper Shares ”). The shareholders of Jasper will receive post-Consolidation (as defined below) SaaSquatch common shares (the “ SaaSquatch Shares ”) in exchange for their Jasper Shares, resulting in a reverse takeover of SaaSquatch by Jasper. The amalgamated corporation resulting from the amalgamation of SaaSquatch Subco and Jasper will be whollyowned by the Resulting Issuer (as defined below).

Prior to the closing of the Proposed Transaction, SaaSquatch will consolidate its outstanding SaaSquatch Shares on the basis of one (1) new SaaSquatch Share for each two (2) old SaaSquatch Shares (the “ Consolidation ”), such that, prior to closing of the Proposed Transaction, SaaSquatch will have 6,500,000 post-Consolidation SaaSquatch Shares issued and outstanding. It is intended that post-Consolidation SaaSquatch Shares will be issued to holders of Jasper Shares on the basis of 13.94835 post-Consolidation SaaSquatch Shares for each one (1) Jasper Share (the “ Exchange Ratio ”), resulting in the issuance of an aggregate of approximately 36,455,506 post-Consolidation SaaSquatch Shares to the shareholders and debentureholders of Jasper. Jasper options and warrants will become exercisable for postConsolidation SaaSquatch Shares, with the number and exercise price adjusted to reflect the Exchange Ratio, in accordance with the terms of such options and warrants, as applicable.

It is anticipated that the resulting entity (the “ Resulting Issuer ”) will continue the business of Jasper under the name “Jasper Commerce Inc.” or such other name as determined by Jasper (the “ Name Change ”).

The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things:

• completion of the Consolidation;

• completion of the Name Change;

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• completion of the Concurrent Financing (as defined in the Company’s news release dated September 16, 2021) for minimum gross proceeds of $3 million and a maximum of $5 million (increased by $1 million compared to the amount disclosed in the September 16, 2021 news release) plus an option granted to the agent on the Concurrent Financing to increase the size of the Concurrent Financing by up to 20%;

• the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange subject only to customary conditions of closing;

• if required by the Exchange, the delivery of a sponsor report and independent valuation satisfactory to the Exchange;

• no material adverse changes occurring in respect of either SaaSquatch or Jasper;

• completion of a thorough business, legal and financial review by each of the parties of the other parties;

• the resignation of the directors and officers of the Company except for Mr. Garrison and the appointment of such directors and officers as may be determined by Jasper; and

• other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained.

Other Information relating to the Proposed Transaction

In accordance with the policies of the Exchange, the SaaSquatch Shares are currently halted from trading and will remain so until such time as required by Exchange policies.

Additional information concerning the Proposed Transaction, SaaSquatch, Jasper and the Resulting Issuer is contained in the Company’s news release dated September 16, 2021 and will be provided in the Filing Statement to be filed by SaaSquatch in connection with the Proposed Transaction, which will be available under SaaSquatch’s SEDAR profile at www.sedar.com.

About SaaSquatch Capital Corp.

SaaSquatch is designated as a Capital Pool Company under Exchange Policy 2.4. SaaSquatch has not commenced commercial operations and has no assets other than cash. The Company’s objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

As of the date hereof, the Company has 13,000,000 SaaSquatch Shares issued and outstanding (2,000,000 of which are subject to escrow restrictions) and an aggregate of 200,000 SaaSquatch Shares are reserved for issuance upon the exercise of agent’s options.

ON BEHALF OF THE BOARD OF DIRECTORS OF SAASQUATCH CAPITAL CORP.

Warwick Smith CEO Contact: (604) 250-1737

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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.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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

All information contained in this news release with respect to SaaSquatch, Jasper and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and SaaSquatch and its directors and officers have relied on Jasper for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer, the completion of the Concurrent Financing, the proposed directors and officers of the Resulting Issuer, the completion of the Consolidation, the completion of the Name Change, Exchange sponsorship requirements and intended application for waiver therefrom, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of SaaSquatch and Jasper may differ materially from those anticipated and indicated by these forward looking statements. Although each of SaaSquatch and Jasper believes that the expectations reflected in forward looking statements herein are reasonable, they can give no assurances that the expectations of any forward looking statements herein will prove to be correct. Except as required by law, each of SaaSquatch and Jasper disclaims any intention and assume no obligation to update or revise any forward looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

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