Blackhawk Growth Corp. (CNSX:BLR) entered into a letter of intent to acquire TERP Wholesale, LLC for CAD 2.5 million on April 15, 2021. Blackhawk Growth Corp.

signed an agreement to acquire Terp Wholesale, LLC on December 1, 2021. Pursuant to the terms of the letter of intent, it is contemplated that Blackhawk would acquire all of the outstanding membership interests in TERP in consideration for CAD 2.5 million which would be satisfied through Blackhawk issuance of common shares of the Company to the existing members of TERP at a deemed price of CAD 0.69 per share. Blackhawk will issue a total of 3.623188 million shares in connection with completion of the acquisition.

Upon completion of the proposed transaction, it is expected that TERP will become the US distribution channel of Spaced Food Ltd. For the year ended December 31, 2020, TERP reported unaudited gross revenue of CAD 3.902888 million and net income of CAD 1.835 million. Completion of the acquisition is subject to a number of conditions, including, but not limited to, completion of due diligence, negotiation of definitive documentation and the receipt of any required regulatory approvals. TERP's existing board and management will continue to retain responsibility for overseeing day-to-day operations.