Item 1.01 Entry into Material Definitive Agreement

On May 21, 2020, the Company reported on Form 8-K the entry by the Company's second-tier subsidiary, CanaryRx Inc. ("CanaryRx")., into a Joint Venture Operations Agreement dated May 14, 2020 ("JV Agreement") with 9258159 Canada Inc. ("Thrive" )and 2755757 Ontario Inc. ("JVCo").

Effective May 3, 2022, CanaryRx entered into a Payout Agreement with Thrive, Terrafarma Inc., the parent company of Thrive, and JVCo. pursuant to which the parties agreed that the total amount owing by Thrive to payoff and discharge in full its current indebtedness to CanaryRx under the JV Agreement was CDN$2,043,082.74. On May 6, 2022, Thrive paid in full the amount owing to CanaryRx. After the payment, the JV Agreement remains in full force and effect between the parties thereto.

The summary description of the Payout Agreement contained in this Report is qualified in its entirety to the terms and conditions of the Payment Agreement which is attached as an exhibit hereto.

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