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Cse Escrow Agreement

The conclusion of the acquisition remains subject to a number of conditions, including: the conclusion of a satisfactory due diligence audit by the other party by Aduro Energy and the company; conditional authorization of the ESC; Agreement of the majority of the company`s shareholders with respect to the transaction; Zimtu and any zimtu group member with First Milestone Restricted Shares or Second Milestone Restricted Shares enter into an agreement (the « Restricted Share Agreement ») for the First Milestone Protection Plan and the Second Milestone Protection Plan, which provides that Zimtu may choose the mix of shares/options to be acquired for cancellation; The Company has at least $400,000 net of cash and cash equivalents (this amount must be reduced from all amounts advanced under the $100,000 bridge credit); and other customary conditions for such transactions. This press release contains forward-looking statements. All statements, other than statements of historical fact, relating to activities, events or developments that the company believes, expects or expects to occur or may occur in the future, are forward-looking statements. Forward-looking statements contained in this press release include statements about the proposed terms and the closing date of the acquisition; The consideration to be paid as part of the closing, including the distribution and conversion of special guarantees; Achieving certain business objectives for achieving milestones; the conclusion of the Restricted Share agreement between the company, Zimtu and each member of the Zimtu Group, which owns First Milestone Restricted Shares and Second Milestone Restricted Shares; Obtaining the first and second funding under the first large-scale protection plan and the second stage plan; The terms of the proposed bridge loan and the expected allocation of the proceeds of the loan; The Company has at least $400,000 net of cash equivalents and cash at closing (this amount should be reduced from all bridge loan amounts of more than $100,000); restrictions on resale and trust for securities to be issued in connection with the transaction; the resulting issuers` activities, the requalification for the listing of issuers resulting in the CSE, the proposed corporate name of the resulting issuers, as well as the resulting issuer`s direction, and the planned changes to the board of directors and management of the resulting issuers related to the closing.