Botanical Holdings Plc entered into a letter of intent to acquire Anacott Acquisition Corporation (TSXV:AAC.P) in a reverse merger transaction on October 25, 2021. For the purposes of the Proposed Transaction, the deemed value of the currently outstanding common shares of Anacott ("Anacott Shares") will be CAD 800,000. Pursuant to the Proposed Transaction, it is currently intended that: (i) the outstanding Anacott Shares will be consolidated on the basis of a ratio that results in the aggregate number of post-consolidation Anacott Shares multiplied by CAD 0.35, being the issue price of the Subscription Receipts offered in the Concurrent Offering (each as defined below), being equal to CAD 800,000, subject to rounding (the "Consolidation"); and (ii) the holders of shares of Botanical Holdings ("Botanical Holdings Shares") will receive one (1) post-Consolidation Anacott Share in exchange for each outstanding Botanical Holdings Share. Following the completion of the Proposed Transaction, the securityholders of Botanical Holdings (including those investors under the Concurrent Offering) will hold a significant majority of the outstanding common shares of Anacott.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement; receipt of regulatory approvals; acceptance of the Proposed Transaction as Anacott's Qualifying Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; the completion of the Concurrent Offering; the delivery of the financial statements of both Anacott and Botanical Holdings; the shareholders of Anacott approving certain matters ancillary to the Proposed Transaction, including the Consolidation, the appointment of Botanical Holdings' director nominees, and a change in name of Anacott to "Botanical Holdings Corp." or "Botanical Holdings Inc.", all subject to the completion of the Proposed Transaction; the delivery of letters of resignation and reciprocal releases from such directors and officers of Anacott as mutually agreed conditional upon the completion of the Proposed Transaction; Anacott will have cash on hand of not less than CAD 75,000; and other condition precedents customary for a transaction such as the Proposed Transaction.