Sweet Earth Holdings Corp entered into a letter of intent to acquire Seaway Energy Services Inc. (TSXV:SEW.H) in a reverse merger transaction on February 14, 2019. Seaway and Sweet Earth will promptly negotiate and enter into a definitive agreement. Sweet Earth Holdings Corp and Seaway Energy Services entered into a binding and definitive agreement with respect to this transaction on April 1, 2019. Under the terms, Seaway will consolidate its issued and outstanding shares on the basis of one new Seaway share for each 2.5 Seaway shares outstanding resulting in 11.1 million shares. Sweet Earth will exchange all shares for 56.5 million post-consolidation shares of Seaway on the basis of one post-consolidation share for each Sweet Earth share. As of April 15, 2019, Sweet Earth has approximately 54.6 million shares outstanding. The deemed exchange price for the post-consolidation shares to be issued shall be CAD 0.2 per post-consolidation share, or such other price as permitted by governing regulatory bodies, including without limitation, the CSE. Under the agreement, Seaway and Sweet Earth, will amalgamate into a wholly-owned subsidiary of Seaway that was created for the purpose of the agreement and is a corporation existing under the laws of the Province of British Columbia. Seaway will apply to voluntarily delist from the TSXV and apply for a listing on the CSE. The letter of intent includes standstill provisions, under which Seaway and Sweet Earth have agreed not to solicit or engage in any inquiries regarding any merger, amalgamation, share exchange, business combination, takeover, sale or other material disposition or similar transaction until such time as the letter of intent or any definitive agreement is terminated in accordance with its terms. Seaway is not contemplating any concurrent financing in connection with the proposed transaction.

Upon completion of transaction, Seaway's Board of Directors will be reconstituted to comprise of a minimum of five Directors, including at least three Directors nominated by Sweet Earth, subject to the policies of the CSE and applicable corporate and securities laws. It is anticipated that the Board of Directors on closing will be Peter Espig, Travis Luther, Fairnaz Wadia, Leon Ho, Chris Cooper, Sergio Guzman and Ami Seaton. Management will be comprised of Travis Luther as Chief Executive Officer and Chris Cooper as Chief Financial Officer. In addition to shareholder approvals, the transaction is subject to the receipt of certain regulatory and stock exchange approvals, listing approval and the satisfaction of other conditions customary for transactions of this nature. Further, the transaction will be subject to the completion of all legal, business and technical due diligence to the satisfaction of both parties. The transaction is subject to the shareholder approval of Sweet Earth, approval of the delisting of the common shares in the capital of Seaway from the TSXV and the completion of the Consolidation of Seaway. As of February 24, 2020, Seaway Energy received conditional approval from the Canadian Securities Exchange. Seaway agreed to pay a finder's fee in connection with the transaction in the amount of 4 million shares of Seaway on closing.