AusCann Group Holdings Ltd entered into a non-binding heads of agreement to acquire TW Holdings Limited (ASX:TWH) in a reverse merger transaction on March 16, 2016. As of May 9, 2016, TW Holdings (TWH) entered into a binding agreement with AusCann to effect that acquisition. TWH will offer one fully paid ordinary and 0.1924 performance shares. TWH will issue 3.1 billion shares representing 71.8% of the capital post consolidation. Up to 216 million total shares will be on issue after transaction. TWH plans, subject to shareholder approval, to conduct a capital raising under a full form prospectus to raise at least AUD 3 million. The shares issued to AusCann shareholders will be subject to any applicable escrow restrictions in accordance with the ASX listing rules. Following completion of the transaction, TW Holdings will change its name to AusCann Group Holdings Limited. Upon completion of the acquisition, TWH will appoint DMal Washer, Elaine Darby, Harry Karelis, Mick Palmer and Cheryl Edwardes as Directors of TWH. All existing directors will resign. The transaction is subject to satisfaction of all necessary due diligence investigations, AusCann or each of the shareholders of AusCann entering into a binding sale agreement with TWH on terms consistent with the provisions of the heads of agreement, TWH undertaking a capital raising to raise at least AUD 3 million or such other minimum amount as agreed between the parties, TWH undertaking a consolidation of its issued share capital on the basis of one new share for every 20 existing shares on issue, or such other ratio as is agreed between the parties, TWH holding a meeting of TWH shareholders in May, 2016, to obtain all approvals under the Corporations Act and the Listing Rules, TWH receiving confirmation that ASX will terminate the suspension of TWH shares from official quotation. The bid offer will close on November 11, 2016. TWH will convene a meeting to facilitate shareholder approval on October 31, 2016. Board of Directors of TW Holdings unanimously recommend the shareholders to approve the transaction. Shareholders of TW Holdings approved the transaction. All conditions are fulfilled on October 31, 2016. The transaction is expected to close on December 7, 2016. As of December 22, 2016 TW Holdings Limited (ASX:TWH) successfully raised the maximum AUD 5 million under its prospectus offering. The transaction is approved by shareholders of AusCann Group Holdings Pty Ltd., approval from ASX for reinstatement of securities have been received and all material conditions have been satisfied. The HLB Mann Judd has concluded that the offer is fair and resonable to AusCann Shareholders. Computershare Investor Services Pty Limited acted as registrar to TW Holdings. HLB Mann Judd acted as accountant for TW Holdings Limited (ASX:TWH) in the transaction. AusCann Group Holdings Ltd completed the acquisition of TW Holdings Limited (ASX:TWH) in a reverse merger transaction on January 6, 2017. All conditions have been met.