Phoenix Plus Corp. to acquire Rhino Digital in reverse merger; Rhino shareholders get 2 Phoenix shares per share

RHINO BITCOIN INC.

• Each Rhino common share converts into 2 Phoenix Plus common shares; Series A Preferred converts into 200,000 new Phoenix Preferred shares.
• Rhino convertible notes convert into Phoenix common at $0.18 or $0.25 per share based on the note.
• Phoenix's sole officer/director resigns; Rhino's sole officer/director appointed as Phoenix's sole officer/director at closing.
• Rhino will purchase 6,232,742 Phoenix shares from selling shareholders for $440,000, then cancel them.
• Closing subject to customary conditions; parties intend Merger to qualify as tax-free reorganization under Section 368(a)(1)(B).