CanniOasis Pte. Ltd. entered into a binding letter of intent to acquire Compass Venture Inc. (TSXV:CVI.P) from Kah Meng Lim and others for CAD 18 million in a reverse merger transaction on September 22, 2023. Pursuant to the transaction, Compass Venture will acquire 100% of the issued and outstanding ordinary shares of CanniOasis by way of a share exchange of one common share of Compass for every 1.22 shares of CanniOasis (the "Share Exchange Ratio") held by the existing shareholders of CanniOasis. Compass will issue 90 million common shares at a deemed price of CAD 0.2 per share (deemed total consideration of CAD 18 million) to the existing CanniOasis shareholders on the date of Closing. On closing, the name of the Resulting Issuer will include the name 'CanniOasis' or such other name as determined by CanniOasis's management and acceptable to the Exchange. CanniOasis will appoint new directors and officers to manage the resulting issuer and its business.

The Transaction is subject to the approval of the Exchange and the minority shareholders of Compass, completion by CanniOasis of a non-brokered private placement financing, completion of satisfactory due diligence by Compass related to CanniOasis, execution of the Definitive Agreement by the parties by February 29, 2024, approval by the disinterested directors of Compass, resignation of the current directors and officers of Compass and appointment of nominees of CanniOasis as directors and officers of the Resulting Issuer and other conditions of Closing. The transaction is expected to complete within five business days of the satisfaction or waiver of the conditions of Closing or such other date as mutually agreed to by the parties.