Icanic Brands Company Inc. (CNSX:ICAN) signed a binding letter of intent to acquire Leef Holdings, LLC for approximately $170 million on August 31, 2021. Icanic Brands Company Inc. entered into a definitive agreement to acquire Leef Holdings, LLC on January 21, 2022. Under the terms of the letter of intent, the Icanic Brands Company Inc. will acquire all of the issued and outstanding securities of Leef in exchange for common shares of the Icanic Brands Company Inc. The purchase price will be comprised of closing purchase price and the earn-out payments. The initial payment forming part of the purchase price will be equal to the higher of $120 million or two times the trailing 12-months revenue of LEEF for the period ended September 30, 2021, satisfied by the issuance of shares of Icanic at a price per share equal to the 30-day volume-weighted average trading price of the shares of Icanic prior to closing. The performance earn-out payment forming part of the purchase price will be payable in Resulting Issuer common shares as 15 months following closing, an amount equal to 10% of the TTM revenue calculated for the 12-month period immediately following closing, multiplied by 2.0, minus the closing purchase price, 27 months following closing, an amount equal to 10% of the TTM revenue calculated for the 12-month period immediately following the first anniversary of the closing, multiplied by 2.0, minus the closing purchase price and minus any amounts paid pursuant to the first earn-out payment and 39 months following closing, an amount equal to 10% of the TTM revenue calculated for the 12-month period immediately following the second anniversary of the closing, multiplied by 2.0, minus the closing purchase price and minus any amounts paid pursuant to the first earn-out payment and second earn-out payment and third earn-out payment. Upon completion, Leef shall become a wholly-owned subsidiary of Icanic.

For the year ended December 31, 2020, Leef Holdings, LLC reported revenue of $33.9 million and EBITDA of $2.0 million. The transaction is subject to customary closing conditions and regulatory approvals, including, among other things, the approval of the CSE, as well as the execution of a binding definitive agreement and the approval of LEEF shareholders, consents and authorizations of third parties, Icanic Brands's cash shall equal or exceed $3 million, Icanic Brands shall have filed audited financial statements of Leef Holdings, and Icanic Brands' liabilities shall not exceed $0.5 million. As per update on November 26, 2021, definitive agreement is anticipated to sign by December 31, 2021. The acquisition is anticipated to be completed during Q1 2022. Bayline Capital Partners acted as financial advisor and Michael Rosenbloom and Jonathan Sherman of Cassels Brock & Blackwell LLP acted as legal advisor to Leef Holdings. Desmond Balakrishnan of McMillan LLP acted as legal advisor to Icanic Brands. Jason R. Wisniewski of Jackson Tidus, a Law Corporation acted as legal advisor to Leef Holdings. National Securities Administrators Ltd acted as depositary to Icanic Brands Company.

Icanic Brands Company Inc. (CNSX:ICAN) completed the acquisition of Leef Holdings, LLC on April 20, 2022. In consideration for the acquisition of the LEEF shares, Icanic issued an aggregate of 758,274,035 common shares of the company, resulting in former LEEF shareholders being entitled to receive approximately 12.54755 Icanic shares for each Leef share held. The former LEEF shareholders will also be entitled to receive the following contingent earn-out payments: On July 20, 2023, an amount equal to 10% of (A) the product equal to two times the trailing 12-months revenue calculated for the 12-month period immediately following the date hereof minus (B) $120 million; On July 20, 2024, an amount equal to 10% of (A) the product equal to two times the TTM revenue calculated for the 12-month period immediately following the date that is one year from the date hereof minus (B) the $120 million and minus (C) any amounts paid pursuant to the First Earn-Out Payment; On July 20, 2025, an amount equal to 10% of (A) the product equal to two times the TTM revenue calculated for the 12-month period immediately following the date that is two years from the date hereof minus (B) $120 million, minus (C) any amounts paid pursuant to the First Earn-Out Payment, minus (D) any amounts paid pursuant to the Second Earn-Out Payment.