Ayurcann Holdings Corp. (CNSX:AYUR) signed a letter of intent to acquire Joints and Hustle & Shake Inc. from Tetra Oils Inc. for CAD 7.2 million on April 6, 2022. The consideration shall be satisfied through the issuance of 40 million common shares. Upon completion of the acquisition, the consideration shares shall be deposited into escrow with an escrow agent and pursuant to the terms of the letter of intent will be released in batches upon Joints and Hustle achieving certain milestones within 12 months of closing of the acquisition. If the milestones are not achieved within 12 months, the consideration shares which have not been released to Tetra Oils Corp. pursuant to the terms of the escrow agreement, shall be returned to the corporation for cancellation.

As on June 21, 2022, Ayurcann Holdings Corp. entered into a share purchase agreement to acquire Joints and Hustle & Shake Inc. for CAD 5.5 million. The consideration for the acquisition is comprised of CAD 5.5 million in common shares of Ayurcann on the basis of a deemed price of CAD 0.17 per Ayurcann share. The consideration shares are subject to a statutory hold period of four months and one day and, pursuant to the terms of the share purchase agreement, (i) shall be deposited into escrow and be released every six months in 25% allotments; and (ii) are subject to post-closing downward adjustments pursuant to the terms and conditions of the escrow agreement. As a condition of the acquisition, Tetra Oils Inc. entered into a support and voting agreement with respect to the consideration shares received by Tetra in connection with the acquisition. Pursuant to the voting agreement, the company will provide written notice to Tetra on how the consideration shares must be voted. The voting agreement will automatically terminate two years after the date of the closing of the acquisition. The acquisition is subject to customary conditions of closing and is expected to close in the coming weeks.