CWE European Holdings Ltd. entered into a binding engagement agreement to acquire Cann-Is Capital Corp. (TSXV:NIS.P) in a reverse merger transaction for CAD 0.15 million on September 23, 2020. It is currently anticipated that Cann-Is will acquire CWE by way of a three-corner amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties to ultimately form the resulting issuer. Prior to completion of the transaction and the financing, the parties have agreed that CWE will complete a 25:1 stock-split. Pursuant to the transaction, the holders of issued and outstanding post-split shares of CWE will receive one common share in the capital of the Cann-Is Capital Corp. for each post-split CWE share (Exchange Ratio) held by them; and all options and warrants convertible into CWE shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Cann-Is shares on substantially similar terms and conditions. Upon completion of the transaction and on an undiluted basis, it is expected that the former shareholders of CWE will hold approximately 61.8% of the common shares in the resulting issuer, the former shareholders of CannIs will hold approximately 12.9%, the investors in the financing to be completed by CWE will hold, assuming completion of the minimum Fnancing, 20.6%, and the Finder will hold 4.8% of the shares of resulting issuer. As part of the transaction, CWE will complete a concurrent financing of a minimum of CAD 1 million to meet the initial listing requirements of the Exchange. The financing will be comprised of a minimum of 8.33 million units in the capital of CWE at a price of CAD 0.12 per unit. As per announcement on September 21, 2021, upon completion of the transaction and on an undiluted basis, it is expected that (i) the former shareholders of CWE will hold approximately 46.52% of the common shares in the Resulting Issuer (on a non-diluted basis), (ii) the former shareholders of Cann-Is will hold approximately 9.68% of the Resulting Issuer Shares, (iii) the investors in the Financing will hold, assuming completion of the minimum Financing, 39.3% of the Resulting Issuer Shares, and (iv) the Finder and others will hold 5.1% of the Resulting Issuer Shares.

Post completion, the name of resulting issuer will be changed to “HANF Inc.” or to such other name as the Board of Directors of Cann-Is Capital Corp, in its sole discretion, deem appropriate. Upon completion of the transaction, the resulting issuer will carry on the business of CWE. It is anticipated that the resulting issuer will qualify as a Tier 2 Issuer pursuant to the requirements of the TSX Venture Exchange. Upon closing of the transaction, the Board of Directors of Cann-Is shall be reconstituted, to be comprised of the nominees of CWE to consist of at least three members. The management, Board of Directors and insiders of the resulting issuer will consist of Jörn J. Follmer – Chief Executive Officer and Director, Daryl S. Fridhandler- Director, James Lanthier – Director, Ronnie Jaegermann – Director and Wenzel Cerveny – Founder and majority shareholder. On November 4, 2020, Cann-Is Capital entered into an amended and restated binding engagement agreement with CWE amending and restating certain terms of the proposed transaction between the parties. As per announcement on September 21, 2021, upon closing of the transaction, the management, board of directors and insiders of the Resulting Issuer will be: Jörn J. Follmer – Chief Executive Officer and Director; James Lanthier– Director; Aaron Meckler– Chief Financial Officer and Director; Ronnie Jaegermann – Director; Jerry Cerveny – Director;

Closing of the transaction will be subject to a number of conditions precedent, including, without limitation completion of mutual satisfactory due diligence investigations of CWE and Cann-Is; approval of the transaction by the Boards of Directors of CWE and Cann-Is; execution of a definitive agreement effecting the transaction, completion of the financing; receipt of all regulatory approvals with respect to the transaction and the listing of the resulting issuer shares on the TSX Venture Exchange; approval of the transaction by CWE shareholders; approval of the name change, and the approval of new Directors by the Cann-Is shareholders; and confirmation of no material adverse change by CWE and Cann-Is. The transaction will not be subject to approval by Cann-Is' shareholders. As of October 9, 2020, the transaction is scheduled to close in late 2020. As of April 13, 2021, the transaction is scheduled to close in mid of 2021.