iMD Health Global Corp. entered into a letter of intent to acquire Ponderous Panda Capital Corp. (TSXV:PPCC.P) in a reverse merger transaction on July 29, 2020. Pursuant to the terms of the letter of intent, PPCC and iMD will complete a business combination whereby PPCC will acquire all of the iMD Shares and the business of iMD will become the business of PPCC (being, following the completion of the Proposed Transaction, the “Resulting Issuer”). The shareholders of iMD will, subject to the completion of the iMD Private Placement, receive up to an aggregate of 35.5 million common shares of PPCC, pro rata, in exchange for their iMD Shares. Upon completion of the concurrent financing, up to an additional 10 million post-Share Split PPCC Shares will be issued by PPCC. The transaction shares will be issued to the shareholders of iMD pursuant to exemptions from the registration and prospectus requirements of applicable Canadian securities laws and may be subject to resale restrictions as required under applicable securities legislation, and may also be subject to escrow restrictions pursuant to the policies of the TSX Venture Exchange. Prior to the closing, PPCC intends to complete a share split of the currently issued and outstanding PPCC Shares on a 1.5 for 1 basis. The share split will, if required, be subject to the approval of the shareholders of PPCC and the acceptance of the Exchange. Prior to the closing, iMD intends to complete an equity financing or financings for gross proceeds of up to CAD 0.5 million. Concurrent with the closing, PPCC intends to complete a further equity financing or financings for gross proceeds of up to CAD 3 million, on a post-Share Split basis. All securities issued by PPCC pursuant to the concurrent financing will be subject to a hold period of four months and one day under applicable Canadian securities laws, and such other hold periods as may be required under applicable securities laws. PPCC and iMD have each agreed that a CAD 0.075 million break fee will be payable to the other party if either party terminates the letter of intent under certain conditions as provided in the letter of intent. In connection with the Proposed Transaction, the Resulting Issuer will change its name to a name acceptable to iMD. It is expected that, upon completion of the proposed transaction, the Resulting Issuer will be listed as a Tier 2 Industrial, Technology or Life Sciences Issuer on the Exchange. On completion of the Proposed Transaction, the directors, officers and insiders of the Resulting Issuer will be decided upon in the sole discretion of iMD, but will include Kevin Delano as President, Chief Executive Officer, Director and Insider. The parties’ obligations to complete the proposed transaction are subject to the satisfaction of customary conditions precedent including all necessary approvals of the Exchange and all other regulatory authorities and third parties to the proposed transaction being obtained, the approval or consent by shareholders of iMD and PPCC, if required, PPCC completing the Name Change and Share Split, the concurrent financing having been completed, the parties being satisfied with the results of their respective due diligence reviews in connection with the proposed transaction and the Exchange conditionally accepting the common shares of the resulting issuer for listing, subject to the resulting issuer fulfilling the listing requirements of the Exchange. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. iMD Health Global Corp. cancelled the acquisition of Ponderous Panda Capital Corp. (TSXV:PPCC.P) in a reverse merger transaction on September 14, 2020. The letter of intent was terminated by iMD as it seeks to pursue an alternative transaction. As a result of the termination, a break fee of CAD 75,000 is payable by iMD to Ponderous Panda Capital Corp.