Wild Leaf Ventures Group Inc. entered into a non-binding Letter of Intent to acquire Ponderous Panda Capital Corp. (TSXV:PPCC.P) in a reverse merger transaction for approximately CAD 150 million on January 20, 2021. Wild Leaf Ventures Group Inc. entered into a business combination agreement to acquire Ponderous Panda Capital Corp. (TSXV:PPCC.P) in a reverse merger transaction on March 30, 2021. Pursuant to the proposed transaction, (i) every 1 issued and outstanding common share of Wild will be exchanged for 3.3279 common shares of the Resulting Issuer at a deemed price of CAD 0.90 per Resulting Issuer Common Share, for an aggregate of approximately 51,144,444 Resulting Issuer Common Shares; (ii) every 1 issued and outstanding common share of PPCC will in effect be exchanged for 0.3879 Resulting Issuer Common Shares for an aggregate of approximately 1,188,889 Resulting Issuer Common Shares; and (iii) each outstanding stock option, broker warrant and other convertible or exchangeable securities of PPCC and Wild will be exchanged for stock options, broker warrants and other convertible or exchangeable securities of the Resulting Issuer on an equivalent economic basis. Pursuant to the LOI, prior to or concurrent with the closing of the transaction, Wild will complete a brokered private placement of subscription receipts exchangeable into Wild Common Shares for gross proceeds of CAD 10 million. In connection with the transaction the business of Wild will become the business of the Resulting Issuer. It is expected that upon completion of the transaction, the Resulting Issuer, to be renamed Wildpack Beverage Inc., will be listed as a Tier 2 Industrial Issuer on the Exchange. As of May 6, 2021, it is anticipated that the common shares of resulting issuer will trade under the ticker “CANS”.

The transaction is subject to among other things, the completion of a private placement with minimum gross proceeds of $10,000,000 assuming the issuance price at $0.90 per common share issued, the closing date of the Proposed Transaction not later than April 15, 2021 and Ponderous shareholder approval. The transaction is also subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final TSXV acceptance; court and third party consents; consolidation of Ponderous on the basis of 1 Ponderous consolidated share for every 2.578 Ponderous shares outstanding; receipt of all necessary approvals from the TSXV for the listing thereon of the Ponderous consolidated shares issuable in connection with the transaction; approval of Wild shareholders; dissent rights shall not have been exercised in respect of a total number of Wild shares and Ponderous shares which exceeds 10% of the outstanding shares; board of directors of Wild and Ponderous have adopted all necessary resolutions; and satisfaction of other customary closing conditions. As of May 6, 2021, Ponderous Panda received conditional acceptance from the TSX Venture Exchange for the closing of its proposed qualifying transaction. The transaction is expected to close in March, 2021. As of May 6, 2021, the transaction is expected to close on or about May 14, 2021. Computershare Trust Company of Canada is acting as depositary, registrar and transfer agent for the Ponderous shares. David Smalley of David Smalley Law Corp acted as legal advisor to Ponderous and Gordon Raman and Jonathan Conlin of Fasken Martineau DuMoulin LLP acted as legal advisor to Wild.

Wild Leaf Ventures Group Inc. completed the acquisition of Ponderous Panda Capital Corp. (TSXV:PPCC.P) in a reverse merger transaction on May 17, 2021. As a result of the acquisition, combined entity has changed its name to “Wildpack Beverage Inc.”. The management of the combined company will be comprised of Jeffrey Mason, Chairman and Director, Mitch Barnard, Chief Executive Officer and Director, Ryan Mason, Chief Financial Officer and Corporate Secretary, Stephen Fader, Chief Execution Officer and Director, Thomas Walker, Chief Operating Officer, and Paul Mann, Sean Clark Joseph Bubel and Matthew Dwyer as Directors.