Happy Supplements Inc. entered into a definitive agreement to acquire Viking Gold Exploration Inc. (TSXV:VGC.H) for CAD 10.5 million in a reverse merger transaction on July 28, 2020. Pursuant to the terms of the agreement, the existing shareholders of Happy Tea will receive common shares of the resulting issuer in exchange for their common shares of Happy Tea. It is currently expected that an aggregate of 34.47 million resulting issuer shares will be issued pro rata to the shareholders of Happy Tea as consideration for 100% of the issued and outstanding common shares of Happy Tea. The resulting issuer shares are being issued at a deemed value of CAD 0.25 per resulting issuer share. Each Happy Tea warrant issued and outstanding will be exchanged for one common share purchase warrant of the resulting issuer. It is currently expected that an aggregate of 9 million resulting issuer warrants will be reserved to be issued to the Happy Tea warrant holders. Viking has agreed to undertake a non-brokered private placement offering (Concurrent Offering) of 2 million shares at a price of CAD 0.25 per common share for gross proceeds of CAD 0.5 million. In addition, the Viking Gold will issue 0.9 million resulting issuer shares as an assignment fee in connection with the acquisition. The net proceeds will be used to pay transaction costs and for working capital of the resulting issuer. Happy Tea will become a wholly-owned subsidiary of Viking Gold. Upon completion of the acquisition, Viking will continue to carry on the business of Happy Tea as currently constituted, under the new name “Happy Supplements Inc.” or such other name as may be approved by the board of directors. In connection with the acquisition, the resulting issuer will voluntarily delist from the TSXV and will apply to list its common shares on the Canadian Securities Exchange.

Transaction is subject to number of conditions, including, but not limited to, completion of the concurrent private placement offering, approval of the Canadian Securities Exchange and TSX Venture Exchange, and shareholder approval if required pursuant to policies of the exchange, securities regulatory or corporate law requirements. As of December 10, 2020, Viking Gold Exploration has received approval from the TSX Venture Exchange to voluntarily de-list its common shares from the TSXV effective at the close of markets on December 11, 2020. The Company currently expects to begin trading on the Canadian Securities Exchange under the new name and the trading symbol “FITT” on December 14, 2020.