Icanic Brands Company Inc. (CNSX:ICAN) entered into a non-binding Letter of Interest to acquire DNA Organics, Inc. on May 13, 2022. Under the terms of the LOI, the purchase price will be comprised of the Closing Purchase Price and Earn-Out Payments. The initial payment forming part of the Purchase Price will be 1.0x multiple of revenue for the period beginning September 30th, 2022 till September 30th, 2023, less the estimated revenue value of the current inventory on hand calculated at the time of close and less any estimated revenue value of produced between the time of close until September 30th, 2022. The Closing Purchase Price will be satisfied in full through the issuance of common shares of the Company. The earn-out payment forming part of the Purchase Price will be paid as follows: performance milestone of 10% of the difference in the Closing Purchase Price and a 1.0x multiple of the subsequent 12 months of revenue following the closing date of the Proposed Acquisition; and milestone based consideration derived from achieving revenue targets. Each of the foregoing Earn-Out Payments will be satisfied in full through the issuance of Icanic Shares. In the event the Purchase Price does not exceed $5,000,000 USD, Ionic agrees to pay the difference such that the total consideration shall equal to $5,00,000 USD. Such payment will be satisfied in full through the issuance of Icanic Shares. The transaction is expected to be accretive.