Pursuant to the Second Tranche, a total of 2,361,500 Subscription Receipts were issued for gross proceeds of $708,450, pursuant to (i) a brokered private placement (the " Brokered Offering ") of 1,161,000 Subscription Receipts pursuant to an agency agreement among Shift, Valleyview and SCP Resource Finance LP and Canaccord Genuity Corp., as agents (together, the " Agents "), dated December 23, 2024, as amended (the " Agency Agreement "); and (ii) a non-brokered private placement (the " Non-Brokered Offering ") of 1,200,500 Subscription Receipts.