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IWG Technologies Inc.
Acquisition by Plan of Arrangement

We acted as counsel to IWG Technologies Inc. (“IWG”) in connection with the acquisition of IWG by 1096777 B.C. Ltd., a private British Columbia corporation (the “Purchaser”) by way of plan of arrangement under the Business Corporations Act (British Columbia), which closed in January 2017. The obligations of the Purchaser were guaranteed by WM Capital Management, Inc. under the arrangement agreement. Pursuant to the arrangement, the Purchaser has acquired all of the issued and outstanding shares of IWG (the “Shares”) at a price of $0.43 in cash per Share, for total consideration of approximately $16.5 million. In addition, each of the unexercised IWG stock options (the “Options”) have been exchanged for $0.43 in cash less the exercise price of such Options. As a result of the arrangement, IWG became a wholly-owned subsidiary of the Purchaser, which will cause IWG to continue to operate its business in British Columbia. IWG is a Canadian aerospace company focused on aircraft potable water treatment, water systems, water heaters and components.