Theracann International Benchmark Corporation entered into a non-binding letter of intent to acquire Trusted Brand 2016 Inc. (TSX VENTURE:HAH) in a reverse merger transaction on May 30, 2018. Theracann International Benchmark Corporation entered into a definitive agreement to acquire Trusted Brand 2016 Inc. (TSX VENTURE:HAH) in a reverse merger transaction on May 31, 2019. Upon completion of the transaction and related financing, the current holders of Trusted Brand Shares will hold approximately 1.32% of the surviving entity's outstanding capital, the subscribers in the financing will hold approximately 15.75% while the current holders of Theracann common shares will hold approximately 62.57% of the outstanding capital of the surviving entity, on a fully diluted basis, immediately following the closing of the transaction.

The transaction is subject to satisfaction or waiver of certain conditions including entering into a definitive agreement, exchange acceptance, and if applicable, majority of the minority shareholder approval. The proposed transaction is expected to be completed prior to September 14, 2018.

Pursuant to definitive agreement Theracann's wholly-owned subsidiary, 2172014 Alberta Ltd (Theracann Subco) will amalgamate with Trusted Brand to complete Trusted Brand's qualifying transaction in accordance with the policies of the Exchange. Upon completion of the transaction, the surviving entity will continue as Theracann International Benchmark Corporation and will continue the business of Theracann International Benchmark Corporation. As on October 25, 2018, TIBC raised CAD 3.83 million, from the private placement of TIBC units, with each unit consisting of one TIBC Convertible Debenture and 2,000 TIBC Warrants. TIBC will raise up to CAD 3 million, from the private placement of TIBC Bridge Financing Debenture Units and TIBC Institutional Bridge Financing Debenture Units, anticipated to be completed in May 2019, additional $439,000, will be raised from the private placement of TIBC Employee/Advisor Convertible Debentures, which is expected to be completed in May 2019. The transaction is subject to the receipt of all necessary regulatory approvals, approval of TIBC and approval of shareholder of Trusted Brand by not less than 66.67%, as well as the satisfaction of conditions to closing as set out in the definitive agreement. The registered office of amalgamated entity will be situated at Suite 1600 Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta T2P 2Z1. The amalgamated entity shall have minimum one director and maximum number of directors can be fifteen and first directors of amalgamated entity shall be Chris Bolton, Jason Warnock and David Hyman. If all of the conditions to completion of the Amalgamation in favor of TIBC are satisfied or waived and the Amalgamation is not completed as a result of action or inaction on the part of TIBC, TIBC will pay to Trusted Brand an amount equal to the lesser of: (i) the aggregate legal and accounting costs incurred by Trusted Brand in connection with the Amalgamation; and (ii) CAD 50,000. Provided TIBC is not in default of its obligations under this Agreement, if all of the conditions to completion of the Amalgamation in favor of Trusted Brand are satisfied or waived and the Amalgamation is not completed as a result of action or inaction on the part of Trusted Brand, Trusted Brand will pay to TIBC an amount equal to the lesser of: (i) the aggregate legal and accounting costs incurred by TIBC in connection with the Amalgamation; and (ii)CAD 50,000. As a part of the the reorganization, Trusted Brand shares will be exchanged for a Alberta Ltd, being eighteen and seventy five hundredths pre-exchange Trusted Brand shares for every one post exchange Alberta Ltd Class B Share. The transaction is expected to close on or before August 15, 2019. DLA Piper (Canada) LLP acted as a legal advisor to Trusted Brand 2016 Inc. Burstall LLP acted as a legal advisor to Theracann International Benchmark Corporation.