Embark Health Inc. entered into a binding letter of intent to acquire Mesa Exploration Corp (TSXV: MSA) in a reverse merger transaction on June 28, 2020. Embark Health Inc. entered into a definitive agreement to acquire Mesa Exploration Corp (TSXV: MSA) in a reverse merger transaction on December 10, 2020. Prior to or concurrent with the closing of the acquisition, Embark intends to complete a brokered private placement offering. Prior to the closing of the acquisition, Mesa intends to complete a non-brokered private placement offering of up to 6 million Mesa shares at a price of CAD 0.05 per Mesa share for aggregate gross proceeds of up to CAD 0.3 million (all such numbers pre-consolidation). Embark Health’s board and management shall be comprised of six members, of Luc Duchesne, Bruce Dawson-Scully, Sandra Levy, Keith Stein, Bill van Haeren and one other person to be selected by Mesa Exploration at its sole discretion each of whom shall be nominees of Mesa Exploration; and reconstitute all remaining officers and the management of Embark Health upon completion of the listing transaction in a manner that complies with the policies of the TSXV and applicable law. Management of the resulting issuer will include Luc Duchesne as Chief Executive Officer, Nichola Thompson as Chief Financial Officer and David Curtis as Chief Operating Officer. The registered office of Amalco shall be 77 King Street W., Suite 400, Toronto, ON M5K 0A1. The deal conditions includes, (i) Mesa shall undertake a consolidation of the Mesa shares and each one post-consolidation Mesa share shall equal such number of pre-consolidation Mesa shares as per define equation (ii)Mesa shall have completed the private placement; (iii)as of the closing date, Mesa shall have completed the spin out transaction; (iv) receipt of the requisite approvals of the shareholders (v) as of the closing date, Mesa will have working capital equal to not less than an amount equal to the gross proceeds of the private placement in excess of CAD 100,000; (v) Mesa shall change its name to such name as determined by the Embark in its sole discretion to “Embark Health Inc.”, in compliance with applicable law and as may be acceptable to the TSXV and a corresponding change shall be made to the trading symbol, as applicable (the “name change”); the Board of Directors of Mesa and to the extent necessary, the holders of Mesa shares, shall have approved on or before the closing date: (i) the consolidation; (ii) if necessary, the continuation and the new general bylaw; (iii) the election of the Board Nominees, if determined necessary according to applicable law; (iv) the Name Change; and (v) the new option plan and all matters related thereto that are considered necessary or desirable to facilitate completion of the transactions. The transaction is also subject to execution of the Definitive Agreement by Mesa; receipt of all regulatory approvals with respect to the Acquisition and the conditional approval of the TSXV for the listing of the resulting issuer shares on the TSXV; receipt of all of executed lock up agreements required pursuant to Section 12 hereof as such section applies to Mesa; confirmation that no adverse material change in the business, affairs, financial condition or operations of Mesa shall have occurred between the date of the definitive agreement and the closing date; receipt of resignations and the entering into of a mutual release from and with each of the current officers and directors of Mesa. The representations and warranties of Mesa contained in the definitive agreement shall be true and correct in all material respects as of the closing date, as if they were made on the closing date; and material compliance by Mesa with the terms of the definitive agreement, approval of the Acquisition and matters related thereto by the board of directors of the Embark and the holders of Embark Shares. Mesa shall convene and hold the Meeting as soon as practicable following the execution of the definitive agreement. As per filing on October 21, 2020, Mesa and Embark will proceed to negotiate in good faith the execution of a definitive business combination agreement by December 10, 2020, and have an outside date for completing the transaction of March 31, 2021, with a three-month extension if agreed to by the parties. Eric Foster of Dentons Canada LLP acted as legal advisor to Mesa Exploration and Dentons Canada LLP acted as legal advisor to Embark Health.