Creso Pharma Limited (ASX:CPH) entered into a definitive scheme implementation deed to acquire Red Light Holland Corp. (CNSX:TRIP) for approximately CAD 130 million in a reverse merger transaction on June 16, 2021. Under the terms of the transaction, Red Light Holland will acquire (i) all of the issued fully paid ordinary shares of Creso Pharma, and all of the issued listed options of Creso Pharma in exchange for the issue of common shares of Red Light Holland. Under the terms of the Deed, the shareholders of Creso Pharma will receive 0.395 of a Red Light Holland share for each fully paid ordinary share of Creso Pharma held immediately prior to the effective time of the scheme. In addition, holders of listed options of Creso Pharma will receive 0.257 of a Red Light Holland share for each listed option of Creso Pharma and holders of the various other classes of unlisted Creso Pharma securities will be offered Red Light Holland options or warrants based on ratios detailed in the deed. Upon completion, it is expected that the former Creso Pharma securityholders will own approximately 57.4% of the pro forma issued and outstanding Red Light Holland shares. The Combined Global Company will trade on the Canadian Securities Exchange ("CSE") under the ticker symbol TRIP. Following completion of the Schemes, the Red Light Holland Shares are expected to continue to trade on the CSE. Creso Pharma Limited and Red Light Holland will combine their businesses and create The HighBrid Lab. In case of termination, a reciprocal termination fee of AUD 1.7 million (CAD 1.6 million) is payable by Creso and Red Light. Bruce Linton, leading cannabis and psychedelics entrepreneur, expected to join as Non-Executive Chairman of The HighBrid Lab's Board of Directors. From the Implementation Date:(i) the Red Light Board will be reconstituted as follows: (A) Todd Shapiro, Ann Barnes and Brad Lamb; (B) subject to the following persons signing consents to act as a director of Red Light and such consents being received before the Implementation Date: (I) Adam Blumenthal; and (II) Boaz Wachtel and James Ellingford or if agreed between Creso and Red Light two other nominees of Creso; and (C) Bruce Linton – Non-Executive Chairman; and (ii) Todd Shapiro will remain as Chief Executive Officer of Red Light.

In addition to customary closing conditions for a transaction of this nature, the transaction will require approval of the Supreme Court of Western Australia, and the approval of the Creso Pharma shareholders and Creso Pharma Listed option holders, approval by Red Light Holland shareholders. The Schemes also require various regulatory and stock exchange approvals, including the approval of the Australian Securities and Investment Commission. The meeting of the shareholders is scheduled on September 17, 2021. The transaction has been approved by the Board of Directors of Red Light Holland, and the Board of Directors of Red Light Holland. The transaction is expected to be implemented in the third quarter of 2021.

Jamie Litchen, Chandimal Nicholas, Christopher Norton, Jonathan Sherman, and Janice Yuen of Cassels Brock & Blackwell LLP and Garfinkle Biderman LLP are acting as Canadian legal counsel to Red Light Holland and ThomsonGeer is acting as Australian legal counsel to Red Light Holland. Steinepreis Paganin is acting as Australian legal counsel to Creso Pharma and Aird & Berlis LLP is acting as Canadian legal counsel to Creso Pharma. Everblu Capital Pty Ltd (EverBlu Capital) acted as financial advisor to Creso Pharma and will be entitled to a share-based fee of up to AUD 3,250,000 (CAD 3 million) following successful implementation of the transaction.

Creso Pharma Limited (ASX:CPH) cancelled the acquisition of Red Light Holland Corp. (CNSX:TRIP) in a reverse merger transaction on August 30, 2021. Red Light Holland announced that Bruce Linton will remain as a Chairman of Red Light Holland's Advisory Board.