Early Warning Report Issued Pursuant to National Instrument 62-103 Intercap Provides Convertible Debt Financing to E INC.

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, June 12, 2024 /CNW/ - Intercap Equity Inc. ("Intercap") has provided debt financing in the principal amount of US$5,000,000 (the "Loan") to E Automotive Inc. d/b/a E INC. ("E INC.") pursuant to a secured convertible loan agreement dated June 6, 2024 (the "Loan Agreement").  The Loan has a maturity date of October 5, 2026, subject an extension as mutually agreed, bears interest at a rate of 12% per annum, and provides Intercap with a right to convert all or a portion of then outstanding principal amount and accrued interest thereon into Common Shares (the "Right") in the capital of E INC. ("Common Shares") at a conversion price of C$3.50 per Common Share (the "Right").  Intercap acquired the Right on a private placement basis pursuant to the rules of National Instrument 45-106 – Prospectus Exemptions.

Prior to the acquisition of the Right, Intercap, together with its joint actors, beneficially owned, controlled or directed an aggregate of 45,092,491 Common Shares, and 77,412 deferred share units, representing approximately 75.60% of the outstanding Common Shares on a non-diluted basis and approximately 74.11% on a partially diluted basis, assuming Intercap's vesting and settlement in Common Shares of Jason Chapnik's deferred share units.

Following the acquisition of the Right, Intercap, together with its joint actors, beneficially owns, controls or directs an aggregate of 45,092,491 Common Shares, 77,412 deferred share units, and the right to acquire 1,957,143 Common Shares under the Right, assuming an exchange rate of USD to CAD of 1.37, being the conversion rate published by the Bank of Canada on June 6, 2024, representing approximately 75.60% of the outstanding Common Shares of E INC. on a non-diluted basis and approximately 76.41% on a partially diluted basis, assuming Intercap's exercise of its right to acquire Common Shares under the Right on the entire principal amount and not including any interest thereon, and vesting and settlement in Common Shares of Jason Chapnik's deferred share units.

Intercap's equity interests are beneficially owned, controlled or directed, directly or indirectly, by Jason Chapnik, Chairman and Chief Executive Officer of Intercap, and accordingly Jason Chapnik is considered to be a joint actor. Intercap may, depending on market or other conditions, increase or decrease its beneficial ownership, control or direction over, or exercise its current rights to acquire, common shares through market transactions, private agreements or otherwise.

The right to acquire the Common Shares on conversion of the outstanding principal amount of the Loan and any unpaid interest thereon was acquired through reliance upon the "private agreement exemption" from the take-over bid requirements contained in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.

Intercap's head office is located at 261 Davenport Road, Suite 200, Toronto, Ontario, M5R 1K3. E INC.'s head office is located at 10 Lower Spadina Avenue, Suite 400 and Suite 500, Toronto, Ontario, M5V 2Z2.

This press release is being disseminated as required by National Instrument 62–103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report. An early warning report will be electronically filed by Intercap with the applicable securities commission in each jurisdiction where E INC. is reporting and will be available on SEDAR+ at www.SEDAR.com.

SOURCE E Automotive Inc.

Intercap Equity Inc.: James Merkur, President, Tel: [phone], Email: [email protected]