Grey Wolf Animal Health Inc. entered into a non-binding letter of intent to acquire Magen Ventures I Inc. (TSXV:MAGN.P) for CAD 41 million in a reverse merger transaction on January 26, 2022. Grey Wolf Animal Health Inc. entered into business combination agreement to acquire Magen Ventures I Inc. (TSXV:MAGN.P) in a reverse merger transaction on March 16, 2022. It is expected that approximately 25,900,000 post-Consolidation Magen Shares will be issued to the shareholders of Grey Wolf at a deemed price of CAD 2.30 per Resulting Issuer Share. As a result, the Issuer is expected to have approximately 29,000,000 Resulting Issuer Shares outstanding immediately following the completion of the Proposed Transaction. Outstanding options and warrants of Grey Wolf will also be exchanged pursuant to the Amalgamation for replacement options and warrants of the Resulting Issuer, which will be exercisable for an aggregate of 4,296,300 Resulting Issuer Shares. The ?Consolidation Ratio? is equal to 1 post-Consolidation Magen Share for every 19.1667 pre-Consolidation Magen Share, or such other ratio mutually agreed between the parties. As of July 29, 2022, the consolidation ratio of the Magen common shares were amended from ?19.1667 to 1? to ?16.6667 to 1? or such other ratio as may be agreed to between Magen and Grey Wolf. Post deal completion, Magen shall be renamed ?Grey Wolf Animal Health Corp.? and it is anticipated that the common shares of the Resulting Issuer will trade under the ticker "WOLF". The proposed directors and officers of the Resulting Issuer immediately following the completion of the Proposed Qualifying Transaction are as follows: Shawn Aspden as Director, Ian Sandler as Director, Robert Harris as Director, Jill Angevine as Director, Diane Bourassa as Director, Angela Cechetto as Chief Executive Officer and Secretary and Kevin Palmer as Chief Financial Officer of Grey Wolf. If this Agreement is terminated by Grey Wolf after receipt of a Grey Wolf Superior Proposal, whether accepted by Grey Wolf or not, as a condition to the right of Grey Wolf to terminate this Agreement, Grey Wolf shall pay to Magen a cash payment equal to CAD 150,000, all in immediately available Canadian funds within two Business Days of such termination. If this Agreement is terminated by Magen after receipt of a Magen Superior Proposal, whether accepted by Magen or not, as a condition to the right of Magen to terminate this Agreement, Magen shall pay to Grey Wolf a cash payment equal to CAD 150,000, all in immediately available Canadian funds within two Business Days of such termination.

The terms and conditions outlined in the LOI are non-binding on the parties, and the LOI is expected to be superseded by the Definitive Agreement. The Proposed Transaction has been unanimously approved by the boards of directors of Grey Wolf and Magen and both boards of directors recommend that their respective shareholders vote in favor of the Proposed Transaction and related matters. Completion of the Proposed Transaction is subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSXV approval and acceptance of the issuance of the post-Consolidation Magen Shares pursuant thereto. The meeting of the Grey Wolf Shareholders will be held on November 9, 2022 to approve the Amalgamation. As of November 2, 2022, TSX Venture Exchange has conditionally accepted the transaction. As of July 29, 2022, Magen Ventures extended the outside date from July 31, 2022 to November 30, 2022. The transaction is expected to close on or about November 15, 2022.

Derek Sigel of DLA Piper (Canada) LLP acted as legal advisor to Grey Wolf. Ben Iscoe of Dentons Canada LLP acts as legal counsel to Magen. TSX Trust Company acted as transfer agent to Magen Ventures I. MNP LLP acted as accountant to Magen Ventures I. PricewaterhouseCoopers LLP, Canada acted as accountant to Grey Wolf.

Grey Wolf Animal Health Inc. completed the acquisition of Magen Ventures I Inc. (TSXV:MAGN.P) in a reverse merger transaction on November 15, 2022. It is anticipated that trading of the Grey Wolf Shares under the new ticker symbol will commence on or about November 23, 2022.