Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. entered into a binding memorandum of understanding to acquire Silver Phoenix Resources Inc. (CNSX:SP) (SPR) for approximately CAD 190 million in a reverse merger transaction on April 8, 2022. Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. entered into a definitive agreement to acquire Silver Phoenix Resources Inc. in a reverse merger transaction on July 14, 2022. As a part of transaction, the shareholders of Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. will be issued common shares of Silver Phoenix Resources Inc. with an aggregate deemed value of CAD 189 million. It is intended that: (i) all of the outstanding Atlas shares shall be exchanged, on a pro rata basis, for an aggregate of 38,551,500 Resulting Issuer Shares; (ii) all of the outstanding AgMedica class A preferred shares and common shares shall be exchanged, on a pro rata basis (after giving effect to a liquidation preference attached to the class A preferred shares of AgMedica), for an aggregate of 38,551,500 resulting issuer shares and each of the outstanding class B preferred shares of AgMedica shall be exchanged for a class B preferred share of resulting issuer shares having the same terms and conditions; and (iii) all of the outstanding Cambrosia shares shall be exchanged, on a pro rata basis, for an aggregate of 77,103,000 post consolidation Resulting Issuer Shares (less the Resulting Issuer Cambrosia Acquisition Shares and less the Resulting Issuer Shares issuable on exercise of the 9,400,000 legacy options held by an insider of Cambrosia, as adjusted for the exchange ratio of Cambrosia shares for Resulting Issuer Shares), all on a post-consolidation basis. Upon completion of the transaction the former Atlas shareholders will hold approximately 24.5% of the issued and outstanding Resulting Issuer Shares, the former AgMedica shareholders will hold approximately 24.5% of the issued and outstanding Resulting Issuer Shares, the former Cambrosia shareholders and Cambrosia Acquisition Vendors will hold, in aggregate, approximately 49% of the issued and outstanding Resulting Issuer Shares, and the existing shareholders of Silver Phoenix will hold the remaining approximate 2% of the issued and outstanding Resulting Issuer Shares. The MOU also provides that effective on closing of the Proposed Transaction SPR will, among other things: (i) change its name to a name requested by Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. and acceptable to applicable regulatory authorities; (ii) increase the size of its board of directors to between five and nine and (ii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. Upon completion of the transaction, the combined entity will change its name to “Atlas Global Health Inc.” or such other name as the parties to the definitive agreement may agree. In the event of a termination of the definitive agreement, the breaching party shall pay to each other party the sum of CAD 0.25 million. On completion of the Proposed Transaction, SPR's Board of Directors and management team will be reconstituted to include Sheldon Croome, Chief Executive Officer; Jeffrey R. Gossain, President and Kevin Mills, Chief Financial Officer. On completion of the transaction, the Resulting Issuer's board of directors and management team will be Tamir Gedo (Chair), a nominee of Cambrosia, David Pappo, a nominee of Cambrosia, Iftach Seri, a nominee of Cambrosia, Jonathan Ben-Cnaan (Vice Chair), a nominee of Cambrosia, Elan MacDonald, a nominee of Atlas, Sheldom Croome, a nominee of Atlas and Trevor Henry, a nominee of AgMedica. It is intended that Itamar Grotto (a nominee of Cambrosia), Dylan Kennett (a nominee of Atlas) and Donald Clow (a nominee of AgMedica) will be appointed directors of the Resulting Issuer at a later date.

Completion of the proposed transaction is subject to number of conditions, including receipt of Atlas, AgMedica and SPR's shareholder approvals and regulatory approvals, listing of the issued and outstanding common shares of the combined entity on the Exchange, to set the number of directors of the Company as it exists immediately following completion of the transaction at seven for the ensuing year, all requisite third party approvals, including the requisite approvals of the Exchange, Health Canada and the Israeli Ministry of Health and approving the disposition of the Big Showing Property, execution of related transaction documents, approval of the Exchange, disposition of SPR's mining assets, there being no adverse material change in the affairs of the parties and completion of satisfactory due diligence by each of the parties. The MOU shall terminate upon any party notifying the others that it is not satisfied with the results of its due diligence investigation by April 30, 2022. The completion of the sale of the Big Showing Property is conditional upon the closing of the transaction. Closing of the proposed transaction will take place in the second or third quarter of 2022 and in any event prior to October 31, 2022. Kronos Capital Partners acted as financial advisor to Agmedica Bioscience Inc. with respect to the proposed transaction. Jeff Durno of Cassels Brock & Blackwell LLP acted legal advisor to Silver Phoenix. John Durdan of Gowling WLG acted as legal advisor to AgMedica while Joanna Cameron of Osler, Hoskin & Harcourt LLP acted as legal advisor to Cambrosia. Computershare Trust Company of Canada acted as transfer agent to Silver Phoenix.

Atlas Biotechnologies Inc. & AgMedica Bioscience Inc. & Cambrosia Ltd. completed the acquisition of Silver Phoenix Resources Inc. (CNSX:SP) (SPR) in a reverse merger transaction on December 30, 2022. The resulting issuer is named Atlas Global Brands Inc. The company expects to commence trading on the CSE on or about January 13, 2023, under the ticker symbol “ATL”. Management and the Board of Directors of the company consists of: Sheldon Croome, Interim Chief Executive Officer; Bernard Yeung; Jason Cervi; Jeffrey R. Gossain; Trevor Henry; Peter Van Mol; Cale Alacer; and Elan MacDonald. Bernie Yeung and Jason Cervi joined Atlas Global as General Manager, Head of Global Operations and Head of Finance and Administration, respectively, for the purposes of a transitional period.