BioHarvest Ltd. entered into an agreement to acquire Canna-V-Cell Sciences Inc. (CNSX:CNVC) in a reverse merger transaction on December 9, 2019. Canna-V-Cell Sciences Inc. will issue 299.2 million of its shares to to BioHarvest Ltd and 39.6 million warrants to the convertible debt holders of BioHarvest Ltd. who will convert their debt to shares immediately prior to closing. These warrants will replace warrants through which creditors were entitled to receive shares in BioHarvest Ltd. Canna-V-Cell Sciences Inc. will also grant 11.9 million stock options to the Chief Technology Officer of BioHarvest Ltd. and Canna-V-Cell Sciences Inc. BioHarvest's existing shareholding of 48.33 million common shares of CNVC will be returned to CNVC's treasury. The resulting issuer will be named BioHarvest Sciences Inc. The deal is subject to regulatory approvals including Israeli Securities Authority and Canadian Securities Exchange, agreement of convertible debt holders of BioHarvest to accept the creditor warrants of the CNVC to replace what they would have received on conversion in BioHarvest, termination of BioHarvest's outstanding options to directors, officers, employees and consultants, approval of shareholders of Canna-V-Cell Sciences Inc. at a meeting to be held on March 30, 2020, indebtedness of BioHarvest at closing not exceeding $0.5 million, 103K/104H Tax Ruling or an interim ruling, having been duly obtained and CNVC completing a concurrent private placement of up to 35.2 million common shares at CAD 0.15 per share. The agreement has been unanimously recommended by a special committee of independent directors of CNVC and by the board of directors of CNVC. The Board of CNVC unanimously recommended that the shareholders vote in favor of the agreement. A special committee of the Board consisting of David K. Ryan and Jake Fiddick will supervise preparation of the valuation and to make recommendations to shareholders. National Issuer Services Ltd. acted as registrar for CNVC. Stephen F.X. O'Neill of O'Neill Law LLP acted as legal advisor for CNVC. Nitzan Hirsch-Falk, Yuval Oren and Raz Ofer of H-F & Co. Law Offices as legal advisors for BioHarvest.

BioHarvest Ltd. completed the acquisition of Canna-V-Cell Sciences Inc. (CNSX:CNVC) in a reverse merger transaction on March 31, 2020. On March 31, 2020, CNVC received CSE conditional approval and approval from the ISA for issuance of shares under the agreement. CNVC also received the Certificate of Merger under the Israeli Companies Law. The transaction received the approval of shareholders of CNVC. The Company will commence trading on the CSE on Thursday April 23, 2020, under the new symbol, BHSC.