Lendified Holdings Inc. entered into a binding letter of intent to acquire Magnolia Colombia Ltd. (TSXV:MCO) in a reverse merger transaction on November 7, 2019. Pursuant to the transaction, all existing shares, options, warrants or other securities convertible into shares of Lendified Holdings Inc. shall be exchanged, based on an exchange ratio to be determined among the parties, for similar securities to purchase common shares of Magnolia Colombia Ltd. In connection with the transaction, Lendified Holdings Inc. will complete a financing of aggregate gross proceeds of not less than CAD 4 million through one or more Canadian investment dealers prior to closing. On or immediately prior to the completion of the transaction, it is anticipated that Magnolia Colombia Ltd. will consolidate its outstanding common shares and will effect a name change to such name as may be determined by Lendified Holdings Inc. If the transaction is completed, it is anticipated that the Board of Directors of resulting issuer shall be reconstituted to consist of such directors as Lendified Holdings Inc. shall determine provided that Magnolia Colombia Ltd. shall be entitled to nominate such number of directors equal to its pro rata interest in the resulting issuer and all existing officers of Magnolia Colombia Ltd. shall resign and be replaced with officers appointed by the new Board of Directors.

Completion of the transaction is subject to a number of conditions including, but not limited to, satisfactory diligence review by each party, acceptance by TSXV Venture Exchange, shareholder approval and completion of financing. The obligations of Magnolia Colombia Ltd. and Lendified Holdings Inc. pursuant to the letter of intent shall terminate in certain specified circumstances, including in the event that the transaction is not completed by January 31, 2020.