Chemesis International Inc. (CNSX:CSI) entered into binding share exchange agreement to acquire 72.72% stake in GSRX Industries Inc. (OTCPK:GSRX) from Peach Management LLC, Dorado Consulting, LLC and others for $18.6 million on August 2, 2019. Pursuant to the terms, Chemesis will acquire approximately 42.6 million common shares and 0.001 million preferred shares of GSRX, in exchange for approximately 18.9 million Chemesis common shares to be issued to the selling shareholders. Together with the GSRX common shares already held by Chemesis, completion of the acquisition will result in Chemesis holding approximately 54.3 million common shares and 0.001 million preferred shares of GSRX. The preferred shares carry, in aggregate, 51% of all outstanding share voting rights of GSRX. Accordingly, upon completion of the acquisition, Chemesis will hold an aggregate 66.29% of all outstanding share voting rights. The Chemesis consideration shares shall be subject to a 36-month leak out schedule. The transaction was subject to due diligence, FIRPTA certificate, approval each of Chemesis and the GSRX Stockholder as applicable, the closing of a merger or consolidation of Chemesis with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of Chemesis outstanding immediately prior thereto continuing to represent more than 50% of the combined voting power of the voting securities of Chemesis or such surviving entity outstanding immediately after such merger or consolidation and a transfer of all or substantially all of the assets of Chemesis pursuant to a partnership or joint venture agreement where Chemesis's resulting interest is or becomes 50% or less. Completion of the acquisition is expected to occur prior to August 31, 2019. The transaction is expected to be highly accretive in terms of the potential to realize efficiencies and complement the strengths of each company's respective business lines. INFOR Financial Inc. acted as financial advisor to Chemesis.

Chemesis International Inc. (CNSX:CSI) completed the acquisition of 72.72% stake in GSRX Industries Inc. (OTCPK:GSRX) from Dorado Consulting, LLC, Peach Management LLC, and other for $12.1 million on August 29, 2019. Chemesis issued an aggregate of 14.9 million shares in exchange for the stake acquired. As of result of transaction, GSRX is a subsidiary of Chemesis. GSRX's Board of Directors has been re-constituted in connection with the transaction. Harlan Ribnik and Steven Farkas have ceased to be GSRX Board members. Edgar Montero, Aman Parmar and Mike Aujla have joined the GSRX Board. The full GSRX Board is now comprised of Edgar Montero, Aman Parmar, Mike Aujla, Christian Briggs and Leslie Ball. The acquisition of GSRX was accounted for as a business combination. As of August 28, 2020, the terms of agreement was amended, pursuant to Chemesis agreed to acquire 12.94 million shares of GSRX from Dorado Consulting, LLC in exchange for issuing 4.5 million common shares of Chemesis while Chemesis will acquire 16.6 million of GSRX shares from Peach Management LLC in exchange for issuing 5.8 million common shares of Chemesis, collectively representing 50% stake of GSRX for $6.3 million.