Montréal Cannabis Médical Inc. entered into a definitive agreement to acquire Canada House Wellness Group Inc. (CNSX:CHV) in a reverse merger transaction on August 9, 2021. On July 22, 2022, parties entered into an Amended and Restated Agreement and Plan of Merger to be effected over two stages. The first stage of the transaction provides for the acquisition by Canada House of approximately 24.99% of the issued and outstanding shares of MTL Cannabis in exchange for 49.99% of the issued and outstanding common shares of Canada House post-issuance. Based on the issued and outstanding Purchaser Shares as of the date hereof, the Consideration Shares would amount to 683 million Purchaser Shares. The second stage will result in Canada House's acquisition of the remaining 75.01% of the issued and outstanding shares of MTL Cannabis in exchange for such number of Common Shares that when added to the Common Shares issued on the Initial Closing, is equal to 80% of the issued and outstanding common shares (“Common Shares”) of Canada House. Based on the issued and outstanding Purchaser Shares as of the date hereof, the Consideration Shares would amount to 2.05 billion Purchaser Shares. The purchase price also includes a performance-based cash earnout payment of CAD 5 million, conditional upon MTL Cannabis achieving certain agreed upon milestones. Upon Closing, the vendors of MTL Cannabis amounting to approximately 80% of the issued and outstanding common shares of Canada House. Canada House Wellness will operate under the MTL Cannabis corporate name with shares trading on the CSE under a related ticker symbol following the closing of the transaction.

Canada House's board of directors has unanimously approved the agreement. The transaction is subject to approval by the shareholders of Canada House, the completion of the Share Consolidation, receipt of applicable third party, regulatory approvals including the approval of the CSE, consideration shares being issued approved for listing on the CSE, the receipt of requisite Montréal Cannabis Médical audited financial statements, and other customary closing conditions. The shareholders meeting of Canada House is scheduled on August 23, 2022. As of August 23, 2022, shareholders of Canada House Wellness Group Inc. approved the consolidation. The acquisition is expected to close in the fourth quarter of calendar 2021. As of November 26, 2021, the transaction is expected to close in first quarter of 2022. As of March 22, 2022, the transaction is expected to occur in the second quarter of 2022. The transaction is expected to close on or before August 31, 2022.

Cormark Securities Inc. provided a fairness opinion to the board of directors of Canada House. Haywood Securities Inc. served as financial advisor, and Caravel Law Professional Corporation acted as legal counsel to Canada House on the entering into of the Agreement. Spiegel Sohmer Inc. acted as legal advisor to MTL Cannabis.