Ocean Shore enters definitive deal to acquire ePaper

Mr. Geoff Reed reports OCEAN SHORE ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE EPAPER TECHNOLOGIES CORP. Further to the news releases dated April 15, 2025, and July 2, 2025, Ocean Shore Capital Corp. has entered into a definitive agreement with respect to its proposed acquisition of International ePaper Technology Corp. On Aug. 5, 2025, the company entered into an amalgamation agreement with ePaper and 1406493 B.C. Ltd. (SubCo), a wholly owned subsidiary of the company, pursuant to which ePaper and SubCo will amalgamate under the Business Corporations Act (British Columbia) and continue as one corporation, which will be a wholly owned subsidiary of the company. The transaction will constitute an arm's-length qualifying transaction of ePaper by the company, as such term is defined in TSX Venture Exchange Policy 2.4 (Capital Pool Companies). About International ePaper Technology Corp. ePaper is the only full-service electronic shelf label provider with the capability to provide services across both the United States and Canada. ePaper integrates cloud, artificial intelligence and Internet of Things technologies to transform bricks and mortar retail stores into data-driven, connected environments. Its most popular offering replaces paper price tags with comprehensive, digital price tag solutions that allow retailers to automate their product pricing and promotions. ePaper's solutions also enable applications around dynamic pricing, inventory management, customer behaviour analysis and in-store analytics. The transaction Terms of the transaction The transaction will be completed by way of a three-cornered amalgamation under the BCBCA among the company, ePaper and SubCo. Pursuant to the terms of the amalgamation agreement, Subco will amalgamate with ePaper and continue as one company, which will remain a wholly owned subsidiary. The holders of the Class A common shares in the capital of ePaper will each receive one common share in the capital of Ocean Shore for each ePaper share held. Upon completion of the transaction, the company will be renamed ePaper Technology Corp., which will carry on the business of ePaper. It is expected that the resulting issuer will be classified as a Tier 2 industrial issuer. Consolidation of ePaper and the company Prior to or concurrently with closing, subject to any required shareholder approvals, ePaper will undertake a share consolidation on the basis of one postconsolidation ePaper share for every 10 preconsolidation ePaper shares, and the company will undertake a consolidation of Ocean Shore shares on the basis of one postconsolidation Ocean Shore share for every 10.05 preconsolidation Ocean Shore shares. Bridge financing In connection with the transaction, ePaper has undertaken a private placement of convertible notes, with the principal amount and any accrued interest thereon convertible into units of ePaper at a price of 11.25 cents per ePaper unit for gross aggregate proceeds of up to $2-million or as otherwise approved by ePaper and Ocean Shore. Each ePaper unit issuable upon the due conversion of the notes shall be composed of one ePaper share and one-half of one ePaper share purchase warrant, with each ePaper warrant exercisable into one additional ePaper share at a price of 20 cents for a period of two years following closing. The ePaper warrants will be subject to an acceleration provision whereby ePaper (or the resulting issuer) may, at any time after the date of issue, in the event the ePaper shares (or Ocean Shore shares issued in exchange therefor) close at or above a price of 30 cents per share for a period of 10 consecutive trading days on the TSX Venture Exchange (or such other recognized Canadian securities exchange), accelerate the expiry of the ePaper warrants by giving notice to the holders thereof (by disseminating a press release advising of the acceleration of the expiry date of the ePaper warrants), and, in such case, the ePaper warrants will expire on the 30th day after the date of such notice. Conditions to transaction Closing is subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to: Ocean Shore and ePaper obtaining the requisite board and, as applicable, shareholder approvals for the transaction and any ancillary matters contemplated in the amalgamation agreement; All requisite regulatory approvals relating to the transaction, including, without limitation, the approval of the TSX-V, being obtained; ePaper completing the bridge financing; ePaper effecting the ePaper consolidation and the company completing the Ocean Shore consolidation; and There shall have been no material adverse change in the condition of the company or ePaper prior to closing. Assuming the completion of the transaction, as well as maximum bridge financing, approximately 11,147,732 postconsolidation Ocean Shore shares are expected to be issued and outstanding, of which approximately 77.3 per cent will be held by the former ePaper shareholders, approximately 6.7 per cent will be held by existing shareholders of the company and approximately 16.0 per cent will be held by subscribers to the bridge financing (calculated excluding the conversion of any interest due and payable under the bridge financing). The company anticipates completing the transaction on or prior to Nov. 30, 2025. The company intends to rely on Section 2.11 of National Instrument 45-106 (Prospectus Exemptions) for an exemption from the prospectus requirements for the issuance of the post-Ocean share consolidation securities to the securityholders of ePaper in exchange for their respective securities of ePaper. The transaction is an arm's-length transaction and therefore will not require Ocean Shore shareholder approval under Policy 2.4. Support agreement In connection with the transaction and concurrently with entering into the amalgamation agreement, certain principal shareholders of ePaper entered into a support agreement with the company, pursuant to which the principal shareholders agree to vote their ePaper shares in favour of the special resolution approving the transaction at any meeting of the securityholders of ePaper, however called, for the purpose of approving such special resolution and any adjournment or postponement thereof and to otherwise support the transaction, subject to the terms and conditions of the support agreement. Directors, officers and insiders of the resulting issuer Additional information on the proposed directors, officers and insiders (as defined in the policies of the TSX-V) of the resulting issuer will be included in a subsequent press release as well as within the Form 3B2 (Information Required in a Filing Statement for a Qualifying Transaction) to be filed with the TSX-V in connection with the transaction. Financial information of ePaper Additional information on the financial condition of ePaper will be included in a subsequent press release as well as the filing statement to be filed with the TSX-V in connection with the transaction. Sponsorship Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless an exemption from the sponsorship requirement is available. Ocean Shore intends to apply for a waiver from the sponsorship requirements. There is no assurance that the company will be able to obtain such a waiver. Additional information All information contained in this press release with respect to the company and ePaper was supplied, for inclusion herein, by the respective parties, and each party and its directors and officers have relied on the other party for any information concerning the other party. Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V 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. Investors are cautioned that, except as disclosed in the filing statement to be 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 TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. About Ocean Shore Capital Corp. Ocean Shore has not commenced commercial operations. The only business of Ocean Shore is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction in accordance with Policy 2.4. We seek Safe Harbor.