Big Fish Enters into Letter of Intent on Business Combination with Matchbox Virtual Media

Vancouver, British Columbia--(Newsfile Corp. - June 7, 2022) - Big Fish Acquisitions Corp. ("Big Fish" or the "Company"), is pleased to announce that it has entered into a letter of intent ("LOI") in connection with the proposed business combination with Matchbox Virtual Media Inc. ("Matchbox") by way of: (i) share exchange (ii) an amalgamation, or (iii) any other form of business combination to be determined by the legal and tax advisors of the respective parties, acting reasonably (the "Proposed Transaction"). Big Fish is a privately held corporation established pursuant to the Business Corporations Act (British Columbia).

The Proposed Transaction will result in a reverse take-over of Big Fish by the shareholders of Matchbox, through the transaction, and Big Fish after the business combination (the "Resulting Issuer") will use its commercially reasonable efforts to (i) prepare and file a non-offering prospectus to become a reporting issuer in British Columbia, and (ii) apply to list its common shares for trading on the Canadian Securities Exchange ("CSE"), all as soon as possible following the closing of the Proposed Transaction.

Arianna Rehak, CEO of Matchbox commented, "Matchbox was born on a necessity to find a one stop solution for communities to connect and build knowledge, while fostering inclusive and accessible conversations on one simple platform. We started small in 2019, but grew significantly, and today we are excited about the opportunities the transaction will provide for our team, our clients, and our partners. Matchbox assists organizations in maximizing the impact of their communications through best-in-class solutions on our user-friendly Virtual Spaces platform. Partnering with Big Fish and adding both financial strength to our balance sheet and additional expertise will allow for an exponential increase in growth. This is just one of many exciting developments currently in place that will greatly expand our business model and validate the goals for Matchbox through 2022 and into 2023."

Key Transaction Terms:

Subject to the terms and conditions of the LOI, Matchbox Virtual Media Inc. intends to acquire all of the issued and outstanding share capital of Big Fish pursuant to the following terms:

• The LOI is subject to completion of formal due diligence, execution of a definitive agreement in connection with the Proposed Transaction, receipt of all regulatory approvals, including the approval of the board of directors of both the Matchbox and Big Fish and, such other conditions customary for a transaction of this nature.
• Subject to the completion of satisfactory mutual due diligence within thirty (30) days from the date of the LOI by Big Fish and Matchbox, respectively, pursuant to the terms and conditions of the LOI, Big Fish and Matchbox will enter into a definitive share exchange agreement (the "Definitive Agreement") on the Proposed Transaction.
• Matchbox is a privately held corporation incorporated under the Business Corporations Act (Quebec), and it is understood that Matchbox will effect a redomiciliation/continuance of Matchbox to British Columbia (the "Redomiciliation") under the Business Corporations Act (British Columbia) prior to the Proposed Transaction.
• Pursuant to the Proposed Transaction, it is contemplated that an aggregate of thirty million (30,000,000) Big Fish Shares, at a deemed issue price of $0.10 per share, will be issued to the Matchbox Shareholders in exchange for all of the issued and outstanding Matchbox Shares representing an enterprise value of Matchbox of approximately $3,000,000.
• Big Fish will complete a private placement (the "Private Placement") of an aggregate of five million (5,000,000) units (the "Units"), at a minimum issue price of $0.10 per Unit, for minimum gross proceeds of $500,000. Each Unit to be comprised of one Big Fish Share (each a "Unit Share") and one transferable common share purchase warrant (each a "Unit Warrant"), with each warrant entitling the holder thereof to acquire one additional Big Fish Share at an exercise price of $0.20 per share for a period of 24 months following the closing of the Private Placement.

There is no assurance that the Proposed Transaction will be completed in the manner presently proposed or at all.

Upon successful completion of the Proposed Transaction, Matchbox will become a wholly-owned subsidiary of Big Fish or otherwise combining its corporate existence with a wholly-owned subsidiary of Big Fish. Big Fish intends to change its name to "Matchbox Virtual Media Inc." Closing of the Proposed Transaction is currently expected to occur in third quarter of 2022 (the "Closing"). or such other date as mutually agreed to by the parties.

About Matchbox Virtual Media

Matchbox deepens engagement for virtual events and digital communities and has 45,000 plus registered users and has hosted 100 plus unique events on our user-friendly Virtual Spaces platform. We provide the services and technical medium for the flexible integration of fully produced media, user generated content and third-party software. Matchbox successfully creates high-engagement solutions for association, institutions, and corporations traversing unfamiliar terrain in their digital strategies, while positioning them to capitalize on new opportunities in real time. Matchbox is employed worldwide with professional associations, academic institutions, non-profits, Fortune 500 corporations, including some of the largest media companies in the world.

Additional information on Matchbox is available at matchboxvirtual.com.^[1]

About Big Fish Acquisition Corp.

The principal business of Big Fish is the identification and evaluation of assets or businesses within Canada with a view to completing an acquisition. Big Fish has not commenced commercial operations and has no assets other than cash. Until completion of an acquisition, the Big Fish will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.

Additional information on Big Fish is available at www.bigfish.ca^[2]

For further information, please contact:

Jamie HylandDirectorBig Fish Acquisitions Corp.Phone :604.442.2425Email: jamie@bigfishcorp.ca^[3]

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Readers are cautioned to consider these and other factors, uncertainties. and potential events carefully and not to put undue reliance on forward-looking statements. Such statements may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events, or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/126737^[4]

References

1. ^{^} matchboxvirtual.com. (www.newsfilecorp.com)
2. ^{^} www.bigfish.ca (www.newsfilecorp.com)
3. ^{^} jamie@bigfishcorp.ca (www.newsfilecorp.com)
4. ^{^} https://www.newsfilecorp.com/release/126737 (www.newsfilecorp.com)