Citrine Global Corp. (OTCPK:CTGL) entered into a Memorandum of Understanding to acquire 10% stake in MyPlant Bio Ltd from PurPlant Inc and Cannasoul Analytics Ltd for $0.44 million on December 8, 2022. The agreements in the MOU are to be memorialized in definitive agreements containing the terms therein as well as other terms standard for agreements of this nature. Subject to the execution of the Definitive Agreement and due diligence, Citrine Global shall have the option to purchase up to 55% of MyPlant's issued and outstanding share capital as follows. Initially, the Company will purchase from the Shareholders ordinary shares of MyPlant representing 10% of MyPlant's issued and outstanding share capital on a fully diluted basis against the payment to the Shareholders of the purchase price of $0.44 million, to be paid to MyPlant's Shareholders by the issuance of an aggregate of 9,259,250 shares of Citrine Global's common stock to them. The closing of the purchase of the Initial Shares will be subject to certain specified conditions. In addition, the Shareholders granted Citrine Global an option, exercisable at Citrine Global's sole discretion through September 30, 2023, to purchase additional MyPlant shares held by the Shareholders such that following such purchase, Citrine Global will hold through the exercise of such option, an additional 35% of the issued and outstanding MyPlant share capital, on a fully diluted basis, against the payment of the purchase price to the Shareholders of $1.55 million, to be paid by the issuance to MyPlant Shareholders of an aggregate of 32,407,417 shares of the Citrine Global Stock. MyPlant also granted to the Company an option exercisable at the Company's sole discretion through September 30, 2023, to acquire from MyPlant additional MyPlant Shares representing an additional 10% of the then issued and outstanding MyPlant shares on a fully diluted basis. Both options will be subject to certain specified conditions. The MOU contains a no shop provision through the 90th day period following execution of the MOU which period is extendable additional 60 days at Citrine Global's sole discretion. The transactions are premised on a pre-money valuation of MyPlant of approximately $4.45 million. Citrine Global is authorized to request an independent third party valuation of MyPlant, with the valuator being reasonably acceptable to MyPlant. The Definitive Agreements will contain adjustment provisions if such independent third party valuation, if any, determines that the MyPlant valuation is less than $4.45 million.

Citrine Global Corp. (OTCPK:CTGL) completed the acquisition of 10% stake in MyPlant Bio Ltd from PurPlant Inc and Cannasoul Analytics Ltd on December 30, 2022.