Trees Corporation (NEOE:TREE) entered into a definitive agreement to acquire Miraculo Inc. for CAD 2 million on February 7, 2022. Pursuant to the agreement, each common share in the capital of 1000101203 Ontario Inc. will be exchanged for one common share in the capital of Amalco. The Miraculo Shares held by the shareholders of Miraculo will be exchanged on a pro rata basis for an aggregate of up to 13,640,000 common shares in the capital of Trees and an aggregate of up to 6,820,000 warrants to purchase Trees Shares exercisable at a price of CAD 0.11 per share until December 31, 2024 on the basis of the share exchange ratio and warrant exchange ratio set out in the Amalgamation Agreement, respectively. Miraculo will amalgamate with 1000101203 Ontario Inc. to form an amalgamated entity (“Amalco”) in order to carry out a three cornered amalgamation whereby Trees Corporation will acquire all of the issued and outstanding shares of Miraculo. Subject to the closing of the agreement, the leadership team of the Trees Corporation is expected to be as follows: Jeffrey Holmgren – President, Chief Financial Officer and Director, Michael Klein – Chief Executive Officer and Director, James Ward – Director, Fraser Clarke – Director and G. Scott Paterson – Director. Trees Corporation also announces the resignation of Jonathan Conquergood from his role as Chief Executive Officer and director of Trees effective February 7, 2022. The closing of the transactions contemplated by the Agreement are subject to a number of customary closing conditions including, but not limited to, approval by the Miraculo Shareholders and approval of the NEO Exchange Inc. In connection with the Amalgamation, among other matters, Trees Corporation will enter into: (i) a warrant indenture with Odyssey Trust Company (“Odyssey”), as warrant agent to govern the terms of the Trees Warrants; (ii) an escrow agreement (the “Escrow Agreement”) with a representative of the Miraculo Shareholders and Odyssey, as escrow agent, whereby the Trees Corporation Shares issued to Miraculo Shareholders are to be deposited into escrow and released in accordance with the terms of the Escrow Agreement; and (iii) voting support agreements with each director and officer of Miraculo in connection with the Amalgamation.