Canadian Cannabis Corp. (OTCBB:CCAN) signed a letter of intent to acquire 60% stake in Hemisphere Pharmaceutical Inc. for $6.2 million on March 2, 2015. Under the terms of transaction, Canadian Cannabis intends to issue its 1.2 million shares as consideration and assume current liabilities of Hemisphere in the approximate amount of $0.29 million. Canadian Cannabis also intends to issue current stockholders of Hemisphere, 0.5 million common share purchase warrants, in the aggregate, each warrant exercisable for the purchase of one share at a price of $2 per share, expiring 12 months from the date of the closing of the transaction. The transaction may terminate if the definitive agreement is not negotiated and executed by both parties on or before March 31, 2015.

At the closing of the transaction, the current Hemisphere Pharmaceutical Officers and Directors will remain, with two of five seats on the Board of Directors of Hemisphere Pharmaceutical while Canadian Cannabis shall have three of five seats on the Board of Directors of Hemisphere Pharmaceutical. Hemisphere Pharmaceutical may propose a candidate for consideration to the Board of Directors of Canadian Cannabis. Pursuant to the terms of transaction, Canadian Cannabis expects to obtain rights to appoint three Directors to the Hemisphere Board of Directors. The transaction requires regulatory approvals, Board approvals and shareholder approvals, execution of the definitive agreement. It is also subject to third party consents, completion of due diligence investigation.