MPX Bioceutical Corporation (CNSX:MPX) signed an arrangement agreement to spin off MPX International Corporation on October 18, 2018. MPX shareholder will receive 0.1 common share of MPX International, which will hold all of the non-U.S. businesses of MPX. In a related transaction, iAnthus Capital Holdings, Inc. (CNSX:IAN) entered into an agreement to acquire MPX Bioceutical Corporation (CNSX:MPX) for approximately CAD 520 million on October 18, 2018. MPX International will apply to list on the Canadian Securities Exchange (the “CSE”) with the listing to occur contemporaneously with closing of the transaction. For the year ending March 31, 2018, MPX International had total assets of CAD 0.34 million, sales of CAD 0.01 million, gross profit of CAD 0.01 million, net loss of CAD 0.77 million, The agreement will be carried out by way of plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of at least 66 2/3% of the votes cast by MPX shareholders at a special meeting expected to take place in January 2019. Closing remains subject to approval of the shareholders of MPX, court approval, the approval of the Canadian Securities Exchange, applicable regulatory approvals, the issuance of the consideration Shares, the SpinCo Shares and other securities to be issued pursuant to the Arrangement shall be exempt from the registration requirements, the CSE shall have conditionally approved the listing thereon of the consideration Shares and SpinCo Shares to be issued pursuant to the Arrangement, Arrangement Dissent Rights having not been validly exercised with respect to greater than 10% of the issued and outstanding MPX Shares and HSR Clearance. The Board of Directors of MPX has unanimously recommended that MPX Security holders vote for the Arrangement. MPX security holders have approved the deal. Supreme Court of British Columbia has approved the transaction as well.

The transaction is expected to close around January 30, 2019. As of January 31, 2019, the deal is now expected to close on or before February 5, 2019. Jay C. Kellerman of Stikeman Elliott LLP acted as legal advisor for MPX Bioceutical Corporation and MPX International Corporation. Computershare Trust Company of Canada acted as depositary, Echelon Wealth Partners Inc. acted as financial advisor and fairness opinion provider, Laurel Hill Advisory Group acted as proxy solicitation agent and AST Trust Company (Canada) acted as transfer agent for MPX Bioceutical Corporation.