Gunpowder Capital Corp. (CNSX:GPC) and Therapeutic Solutions Group TCI Ltd. entered into a letter of intent to acquire 51% stake in Koch & Gsell AG for CHF 10.6 million on January 2, 2019. Under the terms of the letter, TCI Ltd., has paid $0.05 million (CHF 0.049 million) upon signing and will pay a further $0.2 million (CHF 0.19 million) on January 25, 2019. Both TCI Ltd., and Gunpowder have agreed to pay further $10.46 million (CHF 10.34 million) comprised of cash and stock on or before March 15, 2019. Gunpowder will then have the right to acquire the other 49% during the first 12 months following closing. Under the terms of the assignment agreement between Gunpowder and TCI Ltd., Gunpowder has agreed to issue 2.5 million units immediately as consideration for the payment made by TCI Ltd. as well as consideration for their costs and time incurred to date. Gunpowder shall issue a further 7.5 million units of Gunpowder to TCI Ltd., as soon as TCI Ltd., makes a deposit of $0.2 million (CHF 0.19 million) to Koch. Gunpowder has also agreed to pay a finder's fee of 40 million units should the transaction with Koch close. As of January 4, 2019, it was disclosed that TCI and Gunpowder were renegotiating the terms of their LoI. In 2018, Koch generated operating profit of approximately CHF 3 million and negative EBITDA of CHF 0.5 million. This deal is subject to completion of satisfactory due diligence, regulatory and exchange approvals as well as the completion of a capital raise by Gunpowder.