CannCure Investments Inc. entered into a letter of intent to acquire Goldstream Minerals Inc. (TSXV:GSX.H) in a reverse merger transaction on May 29, 2019. Under the terms of the transaction, the holders of common shares of CannCure will receive common shares of Goldstream in exchange for their CannCure Shares on a 1:1 exchange ratio. In connection with the proposed transaction, Goldstream intends to consolidate its outstanding shares. The consolidation ratio will be 1 post-consolidation Goldstream share for every 23.3053 pre-consolidation Goldstream shares assuming a private placement. The consolidation ratio is subject to adjustment depending on the ultimate issue price under the private placement so as to preserve the exchange ratio. CannCure will complete a private placement of subscription receipts or common shares through one or more Canadian investment dealers. Assuming the completion of the proposed transaction and the private placement, SOL Global Investments, holding company of CannCure, will own 34.9%; former shareholders of CannCure that sold CannCure to SOL Global will own 36.4%, private placement subscribers will own 25.7%, Goldstream's shareholders will own 1.2%; and other CannCure shareholders will own 1.8% of the resulting issuer.

The entity resulting from the transaction will continue to carry on the business of CannCure as a multi-state vertically integrated cannabis company. The name of Goldstream will change to 3 Emeralds Corp. as a result of the transaction. Common shares of Goldstream will delist from the NEX board of the TSXV and resulting issuer's shares will be listed on a duly recognized Canadian stock exchange subject to all applicable shareholder and regulatory approvals. All Directors and officers of Goldstream will be replaced on closing of the transaction with nominees of CannCure. The transaction is subject to the execution of definitive documents, the receipt of all required approvals and consents relating to the transaction including, without limitation, all approvals of the shareholders of Goldstream (including minority approval, if necessary) and CannCure as required by the TSX Venture Exchange (TSXV), and under applicable corporate or securities laws, TSXV's approval for delisting of the Goldstream's shares, TSXV's conditional approval for the listing of the resulting issuer's shares, the completion by CannCure of the private placement and completion by Goldstream of consolidation of its shares. The annual general and special shareholder meeting of Goldstream to approve the transaction will take place in August 2019. The transaction is expected to close in or before the end of the fourth quarter of 2019.

CannCure Investments Inc. cancelled the acquisition of Goldstream Minerals Inc. (TSXV:GSX.H) in a reverse merger transaction on July 29, 2019.