Bigstack Opportunities I Inc. Provides Update on Qualifying Transaction

Bigstack Opportunities I Inc. (TSXV: STAK.P) has provided an update on its proposed qualifying transaction with Reeflex Coil Solutions Inc. (Reeflex), as previously disclosed in its press release dated November 4, 2024. The update highlights the progress made in the negotiation of terms and the preparation of definitive documentation for the Transaction, which includes a reverse take-over of Bigstack and the acquisition of all issued and outstanding securities of Coil Solutions Inc. (Coil) by Reeflex.



Bigstack, Reeflex, and Coil continue to cooperate pursuant to the previously announced non-binding letter of intent dated November 3, 2024, to negotiate remaining terms and prepare definitive documentation for the Transaction. Bigstack has relocated its TSX Venture Exchange regional and filing office to Calgary, Alberta, in anticipation of the Business Combination and continues to work with and respond to inquiries from the Exchange.

A more comprehensive news release will be issued by Bigstack in due course, disclosing details of the Transaction, including financial information respecting Reeflex and Coil, the names and backgrounds of all persons who will constitute insiders of Bigstack upon completion of the Transaction, the issued and outstanding securities of each of Bigstack and Reeflex, the terms of the exchange of securities of Bigstack and Reeflex, the applicable security exchange ratios, the details of any concurrent financing by the parties (as applicable), the details of any meeting of the shareholders of Bigstack required to approve the Transaction and matters related thereto (as applicable), and information respecting sponsorship.

Trading in the common shares of Bigstack (the "Bigstack Shares") was halted, as previously disclosed in Bigstack's press release dated November 4, 2024, and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading. Further updates with respect to the Transaction may be provided as the Transaction proceeds.



Overview of Bigstack
Bigstack is a "capital pool company" under the policies of the TSX Venture Exchange and it is intended that the Transaction will constitute the "Qualifying Transaction" of Bigstack, as such term is defined in Exchange Policy 2.4 – Capital Pool Companies. The Bigstack Shares are currently listed on the Exchange and Bigstack is a reporting issuer in the provinces of Alberta, British Columbia, and Ontario. Bigstack was incorporated under the Business Corporations Act (Ontario) on November 25, 2020.

Overview of Reeflex
Reeflex is a privately-held corporation incorporated under the Business Corporations Act (Alberta) on June 14, 2024. Reeflex currently has no business operations or assets other than cash. Reeflex prioritizes developing partnerships between management and capital with the intention to create compelling value creation opportunities in the resource industry.

Overview of Coil
Coil is a privately-held corporation incorporated under the Business Corporations Act (Alberta). Coil is an industry leader and innovator in coil tubing solutions and downhole tools, including stimulation technology, and offers custom solutions to meet the diverse needs of its clients in both local and international markets.

Forward-Looking Information
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as at the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "believe", "estimate", "expect", "intend" or variations of such words and phrases or stating that certain actions, events, or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction (including the completion, structure, terms, and timing thereof), the binding definitive agreements relating to the Transaction, the issuance of additional news releases describing the Transaction, the trading of the Bigstack Shares on the Exchange, and the holding of shareholder meetings in connection with the Transaction. Although Bigstack believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: delay or failure to receive board, shareholder, or regulatory approvals; and general business, economic, competitive, political, and social uncertainties. There can be no certainty that the Transaction will be completed on the terms set out in the Letter of Intent or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Bigstack disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, execution of a binding definitive agreement relating to the Business Combination, execution of a binding definitive agreement relating to the Acquisition, Exchange acceptance, and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. 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. 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. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.