Fiore Cannabis Ltd. (CNSX:FIOR) signed a definitive agreement to acquire all of the issued and outstanding shares of Unified Group Inc. from Unified Global Corp. (OTCPK:CHYL) for approximately $1.1 million on April 18, 2022. The Purchase Price will be satisfied by Fiore through the issuance of 24,400,000 common shares ("Fiore Shares") in the capital of Fiore at a deemed price of C$0.05. In addition to the payment of the Purchase Price, under the Agreement existing Unified Spinco shareholders are entitled to certain earnouts upon the acquisition of the entities under the Cannabis Assets. On completion of the Transaction, the existing shareholders of Unified Spinco will become shareholders of Fiore holding aggregately 24,400,000 Fiore Shares, representing approximately 13.53% of the then outstanding Fiore Shares on a non-diluted basis. As part of the Agreement, Fiore will benefit from a $1.5 million financing (the "Financing") of a convertible debenture (the "Convertible Debenture") that has been arranged with the assistance of Unified. The Convertible Debenture bears interest at a rate of 12% per annum, has an eighteen (18) month term, is secured by 1% of Fiore's revenues and will accrue and be paid quarterly or the date the entire principal amount is converted. The Convertible Debenture will be convertible, any time prior to maturity and in full, into Fiore Shares at the conversion price equal to $0.10 per share, subject to adjustment, including capital adjustments and reorganizations. Payment of the principal and interest, subject to the right of conversion, shall occur on maturity of the Convertible Debenture. Fiore expects to use a portion of the net proceeds from the Financing to pay the cost of the Cannabis Assets. Fiore expects to use the remaining net proceeds for working capital and other general corporate purposes, including the repayment of select payables. Effective April 18, 2022, Erik Anderson will resign from the board of directors of Fiore. On the closing of the Transaction, PaulLufkin will become the President and Executive Chairman of Unified-Fiore Mergerco. Scott Berman has also today joined the Fiore board of directors and will be an independent director for securities law purposes.

Fiore Cannabis Ltd. (CNSX:FIOR) completed the acquisition of Unified Group Inc. from Unified Global Corp. (OTCPK:CHYL) on May 13, 2022.