Hemp Hydrate International Holdings Limited entered into a binding letter agreement to acquire Rosehearty Energy Inc. (OTCPK:GAXF.F) in a reverse merger transaction on April 4, 2019. The transaction is expected to be effected by way of a three-cornered amalgamation under the Canada Business Corporations Act (CBCA) pursuant to which Rosehearty will acquire, through the amalgamation of a newly incorporated CBCA subsidiary of Rosehearty with Hemp Hydrate, all of the issued and outstanding shares of Hemp Hydrate in exchange for post-consolidated common shares of Rosehearty and Hemp Hydrate will become a subsidiary of Rosehearty. Prior to the closing of the transaction, Rosehearty will consolidate its share capital on a 6 old shares for 1 new share basis. The shareholders of Hemp Hydrate will receive 1 post-consolidation share of Rosehearty for each Hemp Hydrate Share. Upon completion of the transaction, all of the outstanding share purchase warrants and stock options of Hemp Hydrate will cease to represent a right to acquire Hemp Hydrate’s shares and will instead provide the right to acquire Rosehearty’s shares, all in accordance with the terms of such securities. Prior to closing of the transaction, Hemp Hydrate intends to complete a private placement for gross proceeds of approximately CAD 5 million on terms to be determined in the context of the market. Upon completion of the proposed transaction, Rosehearty will continue with the business of Hemp Hydrate. It is expected that the current management and directors of Rosehearty will resign from their respective positions with Rosehearty and management and directors will be reconstituted with nominees of Hemp Hydrate. The transaction is subject to, amongst other things, execution of a definitive agreement by the end of June 2019, approval of the shareholders of Hemp Hydrate and Rosehearty, conditional listing approval of the common shares of the resulting issuer on a Canadian stock exchange and other standard closing conditions.