African Cannabis Corp. entered into a binding letter of intent to acquire Trius Investments Inc. (TSXV:TRU.H) (“Trius”) in a reverse merger transaction on October 12, 2018. The letter of intent was amended on October 19, 2018. The transaction is expected to be completed by way of an amalgamation between African Cannabis and a subsidiary of Trius, following which the combined company will continue the business of African Cannabis and will change its name to “African Cannabis Corp.” It is intended that the reverse take-over will occur after Trius shares have been delisted from the TSXV. The final legal structure for the reverse take-over will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies. Upon completion of the reverse take-over and assuming completion of a minimum offering, it is expected that the ownership of the combined company on a non-diluted basis will be approximately as follows: 3.3% by current holders of Trius Shares; 91.7% by current holders of African Cannabis common shares; and 5% by subscribers to the offering. Upon completion of the transaction, the combined entity will continue to carry on the business of African Cannabis. Prior to the completion of the transaction, Trius Shares will be consolidated on the basis of 1.7 old Trius shares for one new Trius share, with the Trius options adjusted accordingly, resulting in approximately 6.62 million Trius shares outstanding on a non-diluted post-consolidation basis. In connection with the transaction, African Cannabis intends to complete a brokered private placement of subscription receipts to raise aggregate gross proceeds of up to CAD 15 million. Subject to regulatory approval, after the definitive agreement has been signed African Cannabis may request that Trius advance a bridge loan to African Cannabis for up to CAD 0.25 million on terms to be set out in a definitive loan agreement to be entered into between Trius and African Cannabis. When the transaction is completed, it is anticipated that the Board of Directors of the combined company shall be reconstituted to consist of such Directors as African Cannabis shall determine, and each of the officers of Trius shall resign and be replaced with officers appointed by the New Board of Directors. Closing of the transaction is subject to the receipt of all necessary approvals, including without limitation regulatory approval for the listing of the common shares of the combined company on the Canadian Securities Exchange or another recognized junior Canadian stock exchange and the concurrent delisting of the common shares of Trius from the TSX Venture Exchange. The transaction is also subject to each of Trius and African Cannabis obtaining requisite Director and shareholder approvals, the completion of due diligence investigations to the satisfaction of each of Trius and African Cannabis, African Cannabis completing the offering for minimum gross proceeds of CAD 5 million, Trius and African Cannabis entering into the definitive agreement; and all requisite regulatory and stock exchange approvals relating to the reverse take-over. The transaction is expected to be completed by January 31, 2019. A finder's fee to a third party in connection with the transaction in the amount of 5% of the value of the transaction is to be paid in the form of shares of the combined company. African Cannabis Corp. cancelled the acquisition of Trius Investments Inc. (TSXV:TRU.H) (“Trius”) in a reverse merger transaction on January 10, 2019. African Cannabis paid a break up fee of CAD 0.25 million to Trius Investments.