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Transaction Details:

• The Board of Directors of both ISRL and Gadfin have unanimously approved the Business Combination Agreement and signed voting support agreements in favor of the transaction.
• Minimum net cash condition precedent to closing of $15 million.
• The combined company's staggered Board of Directors will initially be comprised of up to seven directors, of which one director will be nominated by ISRL and up to four directors will be nominated by Gadfin. Up to two additional directors will be mutually agreed. Existing Gadfin management will operate the combined company.
• The parties anticipate completing the business combination in the second half of 2025, contingent upon satisfying all closing conditions, including shareholder approvals, regulatory consents, and compliance with legal and tax requirements.
• Gadfin's officers, directors, and >5% shareholders, as well as ISRL's sponsor will enter into a 6-month lock-up agreement, followed by a gradual release mechanism, from the closing of the business combination.
• At the closing of the transaction, Gadfin will be listed on Nasdaq in the United States.