2326230 Alberta Ltd. signed letter of intent to acquire Sunora Foods Inc. (TSXV:SNF) for CAD 6.9 million on January 21, 2021. 2326230 Alberta Ltd. entered into an arrangement agreement to acquire Sunora Foods Inc. (TSXV:SNF) on March 16, 2021. The transaction will involve the purchase of up to 100% of the outstanding common shares for an aggregate purchase price of CAD 6.9 million or CAD 0.17 per common share. As of October 22, 2021, Sunora Foods entered into a new arrangement agreement with 2326230 Alberta Ltd. Previous efforts to complete the transaction were delayed because 2326230 Alberta could only secure financing to satisfy CAD 6 million of the purchase price. As a result, the transaction failed to close despite several months of negotiating with 2326230 Alberta.

In order for the arrangement to proceed, and to preserve the opportunity for Sunora Foods' shareholders, two of the Sunora Foods' largest shareholders, one of whom is Steve Bank, the President and Chief Executive Officer, will carry a portion of the purchase price in order to ensure 2326230 Alberta has sufficient funding to complete the arrangement. Under the agreement, 2326230 Alberta will acquire 35.29 million common shares, representing 87.12% of the outstanding common shares, at a price of CAD 0.17 per common share, for an aggregate of CAD 6 million. 2326230 Alberta will acquire the remaining balance of 5.22 million common shares, representing the 12.88% of the outstanding common shares, held by the Major Shareholders in exchange for CAD 887,606.00 (Redemption Amount) worth of series I preferred shares in the capital of 2326230 Alberta (VTB Financing). The combination of the cash consideration and the VTB Financing will satisfy the purchase price. The Major Shareholders own an aggregate of 30 million Common Shares of Sunora but will only receive Cash Consideration for 24.8 million Common Shares, being the number of Common Shares not being exchanged under the VTB Financing.

The net effect of the Transaction will be that the Sunora Foods will not have any public shareholders and plans to delist from the TSX Venture Exchange on the effective closing date. The Transaction is subject to shareholder approval by 2/3rds of the voting common shares of Sunora Foods at a special meeting which is expected to be held in April of 2021. The Folspire, parent of 2326230 Alberta Ltd. has provided a refundable deposit of CAD 100,000 in connection with the transaction. The transaction is subject to completion of satisfactory due diligence, execution of a definitive purchase and sales agreement, negotiation of an agreement for key management and key employees' continuation of employment after the completion of the Transaction, shareholder approval, TSXV approval and lease assignment. The Arrangement is subject to approval by the Court of Queen's Bench of Alberta. The Arrangement is also subject to Dissent rights not being exercised with respect to more than 5% of the Sunora's outstanding common shares, Assignment of the Lease Agreement for the Sunora's head office and Major Shareholders and Sunora being satisfied with the terms of the VTB Financing. The application for the interim order is expected to heard by the Court on April 6, 2021. A special meeting of shareholders of the Sunora has been set for May 10, 2021. The Sunora and Folspire will work together to complete the transaction by April 1, 2021. As of February 25, 2021, it is anticipated that a definitive purchase and sale agreement will be completed within 30 days. The Board of Directors of Sunora have unanimously resolved to recommend to holders of the common shares to vote in favor of the arrangement. As of November 15, 2021, shareholder meeting of Sunora Foods is scheduled on December 3, 2021. As of December 3, 2021, the shareholders of Sunora Foods has approved the transaction. As of March 16, 2021, if the deal approved at the Meeting, it is expected the Arrangement will close on or before May 31, 2021. As of October 26, 2021, it is expected the arrangement will close on or before December 31, 2021. David D. Heighington of Heighington Law acted as legal advisor to 2326230 Alberta and Sunora Foods. TSX Trust Company served as transfer agent and Depository to Sunora Foods Inc.

2326230 Alberta Ltd. completed the acquisition of Sunora Foods Inc. (TSXV:SNF) on February 7, 2022. In connection with the completion of the arrangement, Sunora has applied to have the common shares of the Corporation de-listed from the TSX Venture Exchange and expects that the common shares will be delisted effective at the close of business on or about February 10, 2022.