Dolarin Ltd. entered into a share purchase agreement to acquire Midnight Star Ventures Corp. (CNSX:STV) in a reverse merger transaction on April 19, 2018. The transaction is structured as Midnight Star Ventures acquiring all the 1 million shares of Dolarin Ltd. from BioHarvest Ltd., in exchange of issuance of such number of shares of Midnight Star Ventures making BioHarvest, 50.55% shareholder of Midnight Star Ventures immediately after closing of the transaction, passing control. In connection with the transaction and as a completion condition, Midnight Star Ventures will complete a private placement of up to 22 million units with CAD 0.15 per unit (one common share and one non-transferable share warrant). On April 23, 2018, parties published that assuming the private placement is completed; Midnight Star Ventures is expecting to issue 50 million shares in the transaction. Under the terms of the agreement the Board of Directors of Midnight Star will consist of six persons with half the Board to be nominated by Bioharvest including, Zaki Rakib and Vivien Rakib. The capacity of the Board is four members and Zaki Rakib and Vivien Rakib will be appointed with a third member to be appointed at the next general meeting of Midnight Star after the Board capacity is increased to six members. In addition, Midnight Star will appoint Liron Carmel as a Director Midnight Star. It is anticipated the current Directors Shane Epp and Bernie Hoing will resign to make room for the appointments. David Ryan will continue as a director of Midnight Star. The closing of the transaction is subject to a number of conditions including, Midnight Star having not less than $2 million (CAD 2.69 million) in cash to fund Midnight Star’s and Dolarin’s respective obligations under the agreement, the licensing agreement and the services agreement, consummation of private placement, shareholders’ approval, approval of Canadian Securities Exchange and general corporate purposes incurred after closing. Capitalink Ltd. acted as finder to Midnight Star Ventures and is entitled to a finder’s fee of $85,000 (CAD 0.11 million) plus 3% of the amount of share consideration.