MYM Nutraceuticals Inc. (CNSX:MYM) entered into an agreement to acquire Highland Grow Inc. from Biome Grow Inc. (CNSX:BIO) for CAD 12.9 million on July 24, 2020. The total consideration consists of CAD 1.5 million in cash, 42.813 million common shares in the capital of MYM, representing 19% of MYM's total issued and outstanding share capital (post closing) and 132.55 million newly-created non-voting class A special shares of MYM, which non-voting shares may be exchanged for shares of MYM in accordance with the class A special shares' rights and restrictions. MYM has also agreed to loan Biome an amount equal to CAD 1 million for a term of 18 months.

As security for the loan, 38.5 million consideration shares will be placed into escrow and released to Biome on regular intervals. The cash acquired as part of acquisition was CAD 0.24 million. Any proceeds received by Biome from the sale of such consideration shares shall be used to repay the loan until such time as the loan is discharged in full.

As part of the transaction, Biome will become the largest shareholder of MYM. To finance the acquisition MYM has entered into a loan facility with 1909203 Ontario Inc. whereby MYM will borrow CAD 3 million. Upon completion of the transaction, Michael Wiener will resign as a director of Biome and will be appointed as Chief Executive Officer and a director of MYM.

Robin Linden will resume his role as a Director and Chief Marketing Officer of MYM. Robert Wolf will also be appointed a Director of MYM. The cash proceeds of the transaction and the loan will principally be used by Biome to satisfy outstanding obligations owing to its senior lender.