The above disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties. These
forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Hemisphere GPS’ control, including:
the impact of general economic conditions, industry conditions, increased competition, the lack of availability of qualified personnel or
management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to the
announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. Hemisphere GPS’ actual
results, performance or achievement could differ materially from those expressed in, or implied by these forward-looking statements and,
accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what benefits, including the amount of proceed, that Hemisphere GPS will derive there from.