Medcolcanna S.A.S. entered into a binding letter agreement to acquire Broadway Gold Mining Ltd. (TSXV:BRD) in a reverse merger transaction on October 18, 2018. The proposed transaction will be effected by way of a share exchange. Pursuant to the proposed transaction, the holders of the issued and outstanding Medcolcanna shares shall receive one post-consolidation Broadway common share for each Medcolcanna common share held. The transaction involves consolidation of Broadway Gold Mining outstanding shares, warrants and options on a 9 old share for 1 new share basis. Prior to the completion of the transaction, it is anticipated that Medcolcanna will complete two additional securities offerings. Upon completion of the transaction, and assuming the maximum gross proceeds in the offerings are raised, there will be 65.1 million post-consolidation common shares of the combined entity (the “Resulting Issuer”) issued and outstanding, of which it is expected that the current shareholders of Broadway will hold approximately 7.2%, purchasers in the offerings will hold approximately 32.3%, and the former shareholders of Medcolcanna will hold approximately 60.5%. A change of name to “Medcolcanna Organics Corp.” or such other name as may be requested by Medcolcanna that is also acceptable to applicable regulatory authorities. Additionally, the Board of Directors of Broadway shall be reconstituted to consist of nominees of Medcolcanna and all existing officers of Broadway shall resign and be replaced by nominees of Medcolcanna. The resulting Issuer will have a Board of five individuals, all of whom shall be nominated by Medcolcanna, consisting of Felipe de la Vega as President, Chief Executive Officer and Director, Chris Reid as Chief Financial Officer, Nicolas Rodrigues as Chief Operating Officer and both Robert James Metcalfe and Thor Borresen as Directors. Felipe de la Vega and his team will be based in Colombia. On October 29, 2018, Broadway Gold announced a best efforts private placement of subscription receipts of Medcolcanna for gross proceeds of up to CAD 5 million. The proposed transaction is subject to Broadway obtaining receipt of requisite shareholder approvals in connection with the following matters: consolidation of shares; spin-out to Broadway’s existing shareholders of all of the mining assets related to Broadway and Madison mine; a change of name to “Medcolcanna Organics Corp.”; the election of the Directors of the resulting issuer to replace the current Directors of Broadway immediately following the completion of the proposed transaction; and the approval of the transaction, if required by regulatory authorities. Further the transaction is subject to completion of the offerings, Broadway and Medcolcanna entering into the definitive agreement and common shares of the resulting issuer having been approved for listing on the TSX Venture Exchange or another recognized Canadian stock exchange. The obligations of Broadway and Medcolcanna pursuant to the letter agreement shall terminate in certain specified circumstances, including in the event that the definitive agreement is not executed by October 31, 2018. Medcolcanna S.A.S. cancelled the acquisition of Broadway Gold Mining Ltd. (TSXV:BRD) in a reverse merger transaction on November 7, 2018. The transaction and the associated financing expired as Medcolcanna failed to sign an extension to the letter of intent agreement by October 31, 2018.