Montréal Cannabis Médical Inc. entered into a definitive agreement to acquire Canada House Wellness Group Inc. (CNSX:CHV) in a reverse merger transaction on August 9, 2021. On July 22, 2022, parties entered into an Amended and Restated Agreement and Plan of Merger to be effected over two stages. The first stage of the transaction provides for the acquisition by Canada House of approximately 24.99% of the issued and outstanding shares of MTL Cannabis in exchange for 49.99% of the issued and outstanding common shares of Canada House post-issuance. Based on the issued and outstanding Purchaser Shares as of the date hereof, the Consideration Shares would amount to 683 million Purchaser Shares. The second stage will result in Canada House?s acquisition of the remaining 75.01% of the issued and outstanding shares of MTL Cannabis in exchange for such number of Common Shares that when added to the Common Shares issued on the Initial Closing, is equal to 80% of the issued and outstanding common shares (?Common Shares?) of Canada House. Based on the issued and outstanding Purchaser Shares as of the date hereof, the Consideration Shares would amount to 2.05 billion Purchaser Shares. The purchase price also includes a performance-based cash earnout payment of CAD 5 million, conditional upon MTL Cannabis achieving certain agreed upon milestones. Upon Closing, the vendors of MTL Cannabis amounting to approximately 80% of the issued and outstanding common shares of Canada House. Canada House Wellness will operate under the MTL Cannabis corporate name with shares trading on the CSE under a related ticker symbol following the closing of the transaction. On August 30, 2022, Canada House and Montréal Cannabis Médical completed the first tranche of Canada House's acquisition and acquired approximately 24.99% of the issued and outstanding shares of Montréal Cannabis in exchange for 49.99% of the issued and outstanding common shares of Canada House. The Canada House Cannabis Group Inc., MTL Cannabis and the Vendors entered into a second restated Share Exchange Agreement (the ?Second Restated Share Exchange Agreement?) dated as of June 28, 2023 to further amend certain terms of the transaction.

Canada House's board of directors has unanimously approved the agreement. The transaction is subject to approval by the shareholders of Canada House, the completion of the Share Consolidation, receipt of applicable third party, regulatory approvals including the approval of the CSE, consideration shares being issued approved for listing on the CSE, the receipt of requisite Montréal Cannabis Médical audited financial statements, and other customary closing conditions. The shareholders meeting of Canada House is scheduled on August 23, 2022. As of August 23, 2022, shareholders of Canada House Wellness Group Inc. approved the consolidation. The acquisition is expected to close in the fourth quarter of calendar 2021. As of November 26, 2021, the transaction is expected to close in first quarter of 2022. As of March 22, 2022, the transaction is expected to occur in the second quarter of 2022. The transaction is expected to close on or before August 31, 2022.

Cormark Securities Inc. provided a fairness opinion to the board of directors of Canada House. Haywood Securities Inc. served as financial advisor, and Caravel Law Professional Corporation acted as legal counsel to Canada House on the entering into of the Agreement. Spiegel Sohmer Inc. acted as legal advisor to MTL Cannabis. On May 9, 2023, owing to the passage of time since the Corporation?s engagement of Cormark in 2022 and given the timeline for the negotiation of the Second Restated Share Exchange Agreement, the Special Committee retained Evans & Evans, Inc. as financial advisor to the Special Committee and to provide an independent opinion as to the fairness of the Transaction from a financial standpoint to the Shareholders. Scott Rozansky, David Rimock and Svetlana Samochkine of Fasken Martineau DuMoulin LLP acted as legal advisor to Canada House Cannabis Group Inc.

Montréal Cannabis Médical Inc. completed the acquisition of Canada House Wellness Group Inc. (CNSX:CHV) in a reverse merger transaction on July 28, 2023. The Company has obtained conditional approval to list its Common shares on the CSE, under the new name and ticker symbol ?MTLC?. Subject to the Company fulfilling the CSE's final listing requirements, it is expected that trading of the Common Shares will resume during the upcoming quarter. In connection with the closing of the Transaction, MNP LLP, the current auditor of Montréal Medical Cannabis, will become the Company?s auditor. On August 30, 2022, the Company completed the first tranche of the closing of the Acquisition, resulting in the Company acquiring 24.99% of the issued and outstanding shares of the Target and the issuance of 22,779,340 common shares to the shareholders of the Target. Effective as of July 28, 2023 and after the Name Change, the Company closed the second tranche of the Acquisition, being the remaining 75.01% of the issued and outstanding shares of the Target, resulting in the Target becoming a wholly-owned subsidiary of the Company and the issuance of 70,713,556 common shares to the former shareholders of the Target. On July 28, 2023, the Company changed its name from Canada House Cannabis Group Corp. to MTL Cannabis Corp.