Southern Sun Pharma Inc. ("Southern Sun") entered into a binding letter of intent to acquire AIM3 Ventures Inc. (TSXV:AIMC.P) ("AIM3") in a reverse merger transaction on January 21, 2019. The transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia), whereby AIM3 will amalgamate with Southern Sun and the combined company (‘Resulting Issuer’) will carry on the business of Southern Sun as a wholly-owned subsidiary of AIM3. In connection with the amalgamation, holders of common shares in the capital of Southern Sun will receive one common share in the capital of the Resulting Issuer for each Southern Sun share and each whole Southern Sun common share purchase warrant will be exchanged for a common share purchase warrant to acquire one common share in the capital of the Resulting Issuer. In addition, the share capital of AIM3 will be consolidated based on an agreed upon formula. The ownership percentages associated with the Resulting Issuer will depend upon the financing and consolidation. In connection with the transaction, it is expected that Southern Sun will undertake one or more financings for aggregate gross proceeds of up to CAD 10 million but not less than CAD 5 million. Upon completion of the transaction, AIM3 will change its name. If deemed necessary to facilitate completion of the transaction, AIM3 will continue out of the Province of Ontario and into the Province of British Columbia (‘continuation’) and in connection therewith, will adopt a new general by-law in accordance with the provisions of the Business Corporations Act. On October 29, 2019, the Southern Sun and AIM3 entered into a second supplement to the letter of intent whereby the parties agreed to extend the timeline for: (a) submission of all required materials to the TSX Venture Exchange in relation to the transaction; and (b) being receipted for the final prospectus to be filed in connection with the transaction, to March 31, 2020, failing which, AIM3 will have the right to terminate the letter of intent and Southern Sun will be liable to AIM3 for the payment of a penalty fee in the amount of CAD 0.125 million. Members of the Board of Directors of the Resulting Issuer will be nominated by Southern Sun and elected by shareholders of AIM3. The officers of the Resulting Issuer will be determined prior to completion of the transaction. The transaction is subject to the parties entering into a definitive agreement on or before April 15, 2019. Completion is also subject to a number of other conditions, including obtaining all necessary Board, shareholders and regulatory approvals, including TSXV approval. The transaction is also subject to consolidation of share capital of AIM3 on the basis of 9.3971 pre-consolidation AIM3 shares for every 1 post-consolidation AIM3 share. As of May 16, 2019, the period for signing the definitive agreement has been extended to July 15, 2019. In connection with the transaction, AIM3 will convene a meeting of its shareholders for the purpose of approving the transaction and related matters. Southern Sun will also convene a meeting of its shareholders for the purpose of approving the transaction. Bayline Capital Partners acted as financial advisor to Southern Sun Pharma Inc.