C3 Souvenir Holding, Inc. entered into a share purchase agreement to acquire Verdelite Sciences, Inc. from Emerald Health Therapeutics, Inc. for CAD 12 million on November 8, 2022. The Purchase Price shall be paid and satisfied by the C3 as (a) CAD 8,250,000 due on the Closing Date and (b) CAD 3,750,000, payable in three equal instalments of one million two hundred fifty thousand dollars CAD 1,250,000 payable on each of the 18-month, 30-month, and 42-month anniversaries of the Closing Date. On January 26, 2023, EHT and certain other related parties entered into an amendment to the Verdélite SPA. Pursuant to which the Purchase Price shall be paid and satisfied by the Purchaser as (a) CAD 7,710,000 due on the Closing Date, (b) CAD 500,000 payable in five equal monthly installments of CAD 100,000 payable on the last day of each month beginning on December 31, 2023, and ending on April 30, 2024, and (c) CAD 3,750,000, payable in three equal instalments of one million two hundred fifty thousand dollars CAD 1,250,000 payable on each of the 18-month, 30-month, and 42-month anniversaries of the Closing Date. The deal value is cash-free debt-free basis and subject to adjustments. Bennett Jones LLP acted as legal advisor to Emerald Health Therapeutics and DUNTON RAINVILLE LLP acted as legal advisor to C3 Souvenir. On February 9, 2023, Emerald Health Therapeutics, Inc. and certain other related parties entered into a second amendment to allow for the first installment payment to be paid through a promissory note. On February 10, 2023, the Promissory Note was paid off in its entirety.

C3 Souvenir Holding, Inc. completed the acquisition of Verdelite Sciences, Inc. from Emerald Health Therapeutics, Inc. on February 9, 2023.