Growing Springs LLC entered into a letter of intent to acquire Upper Street Marketing Inc. (OTC:UPPR) ("Upper Street") in a reverse merger transaction on July 26, 2018. The transaction is structured as a merger between Growing Springs and Upper Street such that the shareholders of Growing Springs will own a controlling percentage of the shares of the combined company when the merger completes. Concurrent with the merger of Upper Street and Growing Springs, Growing Springs intends to acquire a Colorado cannabis growing business that has approximately $1 million in revenues. The transaction is subject to Upper Street Marketing raising $0.5 million of working capital. The transaction is anticipated to complete on September 15, 2018.