Canbiola, Inc. (OTCPK:CANB) signed a binding letter of intent to acquire 51% stake in Green Grow Farms Inc. (GGFI) from Iconic Brands, Inc. (OTCPK:ICNB) for $0.7 million on November 19, 2019. As reported, Canbiola, Inc. will issue an aggregate of 37.5 million shares of Canbiola's common stock in consideration and exchange for the shares. On June 30, 2020, a reset valuation shall be performed to validate the valuation of the shares at $1 million and issue additional shares in the event that the aggregate market price per purchased share is less than $1 million. The letter of intent is subject to proper due diligence, audit, and signing of a definitive agreement. Canbiola, Inc. entered into a stock purchase agreement to acquire 51% stake in Green Grow Farms LLC from Iconic Brands, Inc. on December 4, 2019. In addition, in the event the agreement has not been closed by December 31, 2019, any of the parties may terminate the agreement by providing written notice to the other parties.

The closing of the agreement is subject to the satisfaction of various closing conditions, including Canbiola shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained, Canbiola shall have received from GGFI a valid opinion of counsel from an attorney licensed to practice law in each jurisdiction where GGFI does business that that the GGFI Licenses are valid under applicable state and city laws and regulations and entitle GGFI to operate the Business as it is currently conducted, Iconic Brands shall have executed and delivered to Canbiola a lock-up/leak-out agreement, All applicable governmental entities shall have approved the change of ownership of GGFI, Iconic Brands shall have received resolutions duly adopted by Canbiola's Board of Directors approving the execution, delivery and performance of the agreement, New York Farms Group, Inc., the holder of the shares of Iconic Brands and holder of 49% of the issued and outstanding equity interests of GGFI, shall have executed and delivered to Iconic Brands a lock-up/leak-out agreement, the completion of audited financial statements of Green Grow and due diligence by Canbiola and others, The closing shall occur no later than December 31, 2019.