Vitality CBD Natural Health Products Inc. entered into a binding letter of agreement to acquire LiveWell Canada Inc. (TSXV:LVWL) in reverse merger transaction on December 3, 2018. As of April 23, 2019, Vitality CBD Natural Health Products Inc. entered into an amalgamation agreement to acquire LiveWell Canada Inc. (TSXV:LVWL) in reverse merger transaction. Under the terms of the agreement, LiveWell will issue sufficient number of common shares to shareholders of Vitality in order for Vitality shareholders to own 83% of the total fully diluted outstanding and issued common shares of LiveWell. As a part of the transaction, Mercal Capital Corp. will own 2.37% of the shares of the combined entity. LiveWell will consolidate its shares on 15:1 basis. Furthermore, Vitality shareholders are entitled to receive an additional 5% of the total fully diluted outstanding and issued common shares of LiveWell if Vitality achieves the performance milestone, as defined in the binding letter of agreement, by June 30, 2019. Vitality and LiveWell will merge to form a new company, which will be headquartered in Ottawa, Ontario. Vitality and LiveWell will use the name Eureka 93 Inc. after the acquisition. Further, the combined company intends to list on one of the major stock exchanges in the United States shortly after the closing of the transaction. Moreover, the parties may consider a share consolidation at the closing of the transaction, which will be determined at the time of the definitive agreement. Upon completion of the transaction, following directors and key executive officers will be appointed to lead the combined company: Mike Mueller as Chairman of the Board, Bill MacKinnon as Audit Committee Chairman, Owen Kenney as Director, Kent Hoggan as Director, David Rendimonti as Director and Chief Executive Officer, Robert Leaker as President and Chief Operating Officer, Steven Archambault as Chief Financial Officer and Chief Administrative Officer. The Board will also appoint two additional independent directors from the life sciences sector during the first half of 2019. The transaction is subject to execution of definitive agreement, satisfactory due diligence by both Vitality and LiveWell, completion of the audited consolidated financial statements for Vitality, final approval by LiveWell's independent committee, completion and consummation of the acquisition of Acenzia Inc. by LiveWell, completion of fairness opinion by Haywood Securities, consummation of the acquisition of all of the assets of Vitalpure LLC by Vitality, approval by LiveWell's shareholders at a special meeting to be scheduled, receipt of regulatory approval and other customary closing conditions. Both Vitality and LiveWell are on track to execute the definitive agreement by end of February 2019. LiveWell has set the special meeting of shareholders on April 11, 2019, to approve this merger. The Board of Directors of LiveWell created an independent committee to review and approve the transaction. The Board of Directors of Vitality also created an independent committee to review and approve the binding letter of agreement. As of December 13, 2019, key executives and shareholders from both organizations have entered into Lock-Up agreements in support of the merger. Holders of 60% of the common shares of Vitality and 29% of the common shares of LiveWell have agreed to exercise all rights in support of the transaction, including to vote in favour of the merger. As of April 11, 2019, the transaction has been approved by the shareholders of LiveWell Canada have approved the transaction. The transaction is expected to close by March 31, 2019. Haywood Securities Inc. provided fairness opinion and Lawson Lundell acted as legal advisor to the independent committee formed by LiveWell. Durham Jones & Pinegar, P.C. and The Law Office of David W. Steffensen, P.C. acted as U.S. legal advisors to Vitality and its independent committee. Vitality will also retain a Canadian legal advisor. TSX Trust acted as information agent to LiveWell Canada. Vitality CBD Natural Health Products Inc. completed the acquisition of LiveWell Canada Inc. (TSXV:LVWL) in reverse merger transaction on April 24, 2019. Eureka 93 common shares will resume trading on the CSE with a new stock ticker: ERKA.