African Cannabis Corp. entered into a letter of intent to acquire American Helium Inc. (TSXV:AHE) in a reverse merger transaction on July 10, 2019. Upon completion of transaction and following the Consolidation, the holders of African Cannabis Common Shares will receive one half of one Resulting Issuer Share for each Common Share held. African Cannabis currently has 188.983850 million Common Shares outstanding and the exchange ratio will result in the issuance of approximately 94.491925 million Resulting Issuer Shares to current shareholders of African Cannabis. Any convertible securities of African Cannabis then outstanding shall be exchanged on the same economic basis, for equivalent securities of the Resulting Issuer. Prior to the completion, the American Helium Shares will be consolidated on the basis of ten old American Helium Shares for one (1) new American Helium Share with the American Helium Options adjusted accordingly, resulting in approximately 3.852518 million American Helium Shares outstanding on a non-diluted post-Consolidation basis. In connection with the transaction, African Cannabis will conduct a private placement basis to sell not less than 3.33 million Subscription Receipts at a price of CAD 0.30 per Subscription Receipt, for aggregate gross proceeds of not less than CAD 1 million. Post completion, the Resulting Issuer will continue the business of African Cannabis and will change its name to “African Cannabis Corp.” or such other name as may be determined by African Cannabis. Post completion, it is anticipated that the Board of Directors of the Resulting Issuer shall be reconstituted to consist of such directors as African Cannabis shall determine, and each of the officers of American Helium shall resign and be replaced with officers appointed by the new Board of Directors. The transaction is subject satisfaction of customary closing conditions, all requisite regulatory and stock exchange approvals relating to the transaction, including without limitation TSXV approval for the delisting of the American Helium Shares and Exchange approval for the listing of the Resulting Issuer Shares having been obtained, each of American Helium and African Cannabis obtaining any requisite Director and shareholder approvals, completion of the Consolidation, the completion of due diligence investigations to the satisfaction of each of American Helium and African Cannabis, completion of the Offering on terms satisfactory to African Cannabis and American Helium, American Helium and African Cannabis entering into the Definitive Agreement. American Helium and African Cannabis shall use their commercially reasonable efforts to complete the transaction by October 31, 2019. African Cannabis Corp. cancelled the acquisition of American Helium Inc. (TSXV:AHE) in a reverse merger transaction on December 2, 2019. The letter of intent with African Cannabis Corp. has now expired and at this time there is no contractual arrangement in place with African Cannabis Corp. American Helium will now resume its search for an acquisition opportunity and will take steps to have trading in its common shares on the TSX Venture Exchange reinstated. American Helium received termination fee of CAD 0.25 million from African Cannabis.