Innovate Phytotechnologies Inc. (‘Innovate') signed an agreement to acquire Ross River Minerals Inc. (TSX-V:RRM.H) (“Ross River”) for CAD 3.6 million in a reverse merger transaction on August 7, 2018. The transaction will be effected by way of a three-cornered amalgamation without court approval under the provisions of the Business Corporations Act of British Columbia and will be structured as the acquisition of Innovate by Ross River such that former shareholders of Innovate gain control of the resulting issuer. In connection with the transaction, Ross River will issue to the shareholders of Innovate, 50,758,969 common shares and performance warrants entitling them to purchase up to 9.35 million common shares at a price of CAD 0.02 per common share on or before March 31, 2023, provided that the resulting issuer and its affiliates achieve certain sales revenue and market capitalization targets. In addition, Ross River will issue an aggregate of approximately 14,285,714 common shares pursuant to the automatic conversion of convertible notes to be issued in connection with a private placement financing to raise gross proceeds of approximately CAD 5 million to be completed following entering into of the agreement; an aggregate of approximately 6,666,666 common shares pursuant to a private placement financing for gross proceeds of CAD 5 million to be completed concurrently with closing of the transaction; outstanding share purchase warrants of Innovate entitling the holders to purchase up to 10,758,969 common shares at a price of CAD 0.30 per common share will be exercisable for common shares of the resulting issuer on a one for one basis; and an aggregate of 1 million common shares as a finders' fee to parties at arms-length. Certain of the common shares issued by Ross River pursuant to the transaction will be subject to restrictions on resale or escrow under the policies of Canadian Securities Exchange (“CSE”) or applied on a contractual basis.

Upon completion of the transaction, the combined company will continue with the business of Innovate. Innovate will amalgamate with a newly incorporated wholly-owned subsidiary of the Ross River Minerals and will become a wholly-owned subsidiary of the Innovate on completion of the Proposed Transaction and the shareholders of Innovate will exchange their shares in Innovate for common shares of the Ross River Minerals. The resulting issuer intends to voluntarily de-list its common shares from the NEX Board of the TSXV and apply for listing on CSE. Prior to the closing of the transaction, Ross River will change its name to “Innovate PhytoTechnologies Inc.” or such other name as may be agreed upon.

Completion of the transaction remains subject to a number of terms and conditions, including, among other things completion of the note financing and private placement; each of Innovate and Ross River having received all required shareholder approvals; the transaction being effective on or prior to December 31, 2018; each of the parties obtaining all necessary consents, orders and regulatory approvals, including conditional listing approval of the CSE; dissent rights not having been exercised by greater than 5% of the shareholders of Innovate; each director and officer of Ross River will tender his resignation, no material change occurring to the business of each of the parties; the satisfaction of obligations under the agreement relating to each of the parties; and the delivery by each of the parties of customary closing documents. In accordance with TSXV requirements, Ross River will be seeking majority of the minority shareholder approval in connection with the de-listing. The common shares of Ross River were halted effective August 8, 2018 and are not expected to recommence trading on the TSXV prior to delisting in connection with the completion of the transaction. As of March 28, 2019, transaction is subject only to closing the amalgamation and filing final documents and Innovate Phytotechnologies has been granted conditional acceptance for listing on the Canadian Securities Exchange. As of March 31, 2022, Innovate has advised Ross River Minerals Inc. that it does not intend to proceed with the RTO. The parties are currently in the process of negotiating the termination of the RTO. The transaction is anticipated to close on or before November 30, 2018.

Innovate Phytotechnologies Inc. cancelled the acquisition of Ross River Minerals Inc. (OTCPK:RRML.F) in a reverse merger transaction on April 26, 2022.