Whatcom Capital Corp. Announces Receipt of Conditional Approval for Its Qualifying Transaction with Nexe Innovations Inc.

Vancouver, British Columbia–(Newsfile Corp. – December 3, 2020) – Whatcom Capital Corp. (TSXV: WHAT.P) (“Whatcom” or the “Company“), a capital pool company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “Exchange“) for its previously announced Qualifying Transaction (as defined under Exchange Policy 2.4) (the “Transaction“) with Nexe Innovations Inc. (“NEXE“).

Completion of the Transaction is subject to the satisfaction of conditions precedent, including without limitation, closing conditions customary to a transaction of the nature of the proposed Qualifying Transaction, the completion by Whatcom of a consolidation of the Whatcom securities on a 2.5 for 1 basis, a name change by Whatcom to “Nexe Innovations Inc.”, the absence of any material adverse change in the business of each of the parties, and the receipt of all required consents, waivers and approvals from the Exchange.

In connection with the Transaction, the Company has filed a filing statement (the “Filing Statement”) with the Exchange, which is available on SEDAR under the Company’s profile at www.sedar.com.

Trading in the shares of Whatcom is presently halted. The shares of Whatcom will remain halted until the Transaction is completed and approved by the Exchange.

Contact Information
Darren Tindale
Chief Executive Officer, Chief Financial Officer,
Director and Corporate Secretary
Tel: (604) 376-3567
Email: stonerockltd@gmail.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance. 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 filing statement 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 a capital pool company should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. This news release does 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 Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include the completion of the proposed Transaction and related financing, consolidation, name change, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, Whatcom disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Whatcom undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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