Cloud 9 Switzerland LLC entered into an arm’s length non-binding term sheet to acquire Wangton Capital Corp. (TSXV:WT.H) in a reverse merger transaction on November 8, 2019. Under the terms of the consideration, Wangton Capital will acquire Cloud 9 Switzerland LLC and three other related companies from Francis Scanlan in exchange for common shares of Wangton at a staged valuation of CAD 4 million. Wangton will also assist the Francis Scanlan in arranging a bridge financing of $0.2 million (CAD 0.27 million) to accelerate the commercial production of Cloud 9's Hemp Swiss chocolate for sale initially in California and other US states, Canada, Switzerland, and other European countries. The Bridge Financing will be a secured debt financing which provides investors with an option to convert their debt to common shares of the resulting issuer in connection with the completion of the transaction at a conversion price set at an agreed discount to the financing. The parties will also undertake an equity private placement financing concurrent with the closing which will involve the sale of units for gross proceeds of CAD 4 million at a price to be determined by market conditions at the time of the offering. Each Unit will be comprised of one Wangton Share and one share purchase warrant. Each warrant will, subject to market conditions, be exercisable for one Wangton Share at an exercise price and duration to be determined by market conditions. Upon closing of the transaction, Wangton expects to list as a Tier 2 Life Sciences Issuer on the Exchange. In accordance with the policies of the Exchange, the Wangton shares are currently halted from trading and are expected to remain halted until completion of the transaction. Completion of the transaction is subject to several conditions, including, but not limited to satisfactory due diligence, completion of the private placement, completion of audited financial statements for Cloud 9 and it's related entitties, execution of a definitive agreement and other standard closing conditions. There can be no assurance that the transaction will be completed as proposed or at all. The transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” as such term is defined under the policies of the exchange and the transaction is not expected to be subject to shareholder approval. Cloud 9 Switzerland LLC cancelled the arm’s length non-binding term sheet to acquire Wangton Capital Corp. (TSXV:WT.H) in a reverse merger transaction on February 27, 2020.