PalliaTech, Inc. entered into a letter of intent to acquire Lead Ventures Inc. (CNSX:LEAD) in a reverse merger transaction on June 29, 2018. In connection with the proposed transaction, Lead Ventures Inc. (LVI) will, among other things change its name as chosen by PalliaTech and acceptable to applicable regulatory authorities, reclassify and consolidate its outstanding common shares on a basis to be determined and replace all directors and officers of Lead on closing of the proposed transaction with nominees of PalliaTech. Also, PalliaTech intends to complete a brokered private placement of subscription receipts to accredited investors through a single purpose vehicle ("Financing"). Pursuant to the letter of intent, the transaction will result in a reverse takeover of LVI by the purchaser and the listing for trading of the shares of the resulting issuer on the Canadian Securities Exchange (CSE). Further, LVI will seek approval from its shareholders and CSE to change its business from a mineral exploration company to a company engaged in the cannabis industry and a name change in connection with the proposed reverse takeover. Upon successful completion of the transaction, it is anticipated that LVI will retain its listing on the CSE as a producer of cannabis. In the event of termination, either party will be liable to pay a termination fee of CAD 0.2 million. Dorsey & Whitney LLP acted as a legal advisor in the transaction. PalliaTech, Inc. entered into a definitive agreement to acquire Lead Ventures Inc. (CNSX:LEAD) in a reverse merger transaction on July 25, 2018. Pursuant to the Business Combination, a series of transactions will be completed as a result of which the Resulting Issuer will become the parent of Curaleaf and, assuming that a private placement of subscription receipts will be completed for gross proceeds of up to $150 million (CAD 197.3 million), security holders of Curaleaf will become the holders of approximately 95.4% of the issued and outstanding equity of the Resulting Issuer, while holders of Subordinate Voting Shares (being former LVI Shareholders and former holders of Subscription Receipts) will become the holders of approximately 4.6% of the issued and outstanding equity of the Resulting Issuer. Existing shareholders of LVI immediately prior to the completion of the proposed transaction will receive post-consolidated shares of the resulting issuer having an aggregate value of CAD 2.16 million, at a price per share equal to the PalliaTech financing price. As of October 24, 2018, the private placement was completed. The resulting issuer will hold all voting and economic interests in the Curaleaf business. LVI will also change its name to “Curaleaf Holdings, Inc.” in connection with the business combination. Roma Khanna has withdrawn her name as a nominee for Director of the Resulting Issuer at the Meeting as a result of which, upon completion, Peter Derby will replace Roma Khanna as Director of the Resulting Issuer. Boris Jordan, Joseph Lusardi, Steven Patierno and Karl Johansson will also be a part of the Resulting Issuer’s Board. The transaction is subject to consummation of due diligence process, approval of the Board and shareholders of LVI, execution of definitive agreement, third party approval, all the current Directors and officers of LVI shall have resigned, at the time of completion of the transaction, LVI’ has a cash balance of not more than nil and LVI have no liabilities, such that if the effective date occurs on or before September 15, 2018, LVI shall be entitled to have aggregate liabilities not exceeding CAD 0.04 million, completion of financing, regulatory approval, receipt of the conditional approval for the listing of the shares of the resulting issuer on the CSE. As of July 25, 2018, the Board of Directors of LVI has unanimously approved the transaction. Certain LVI Shareholders, who legally or beneficially own, or exercise control or discretion over, directly or indirectly, in aggregate, more than 78% of the outstanding LVI Shares have entered into binding voting support agreements to, among other things, vote all of their shares in the capital of LVI in favor of the LVI Resolutions at the Meeting. The Meeting will be held on October 12, 2018. As on October 5, 2018, LVI proposed amendments to certain matters which are to be considered and voted upon at its annual and special shareholder meeting scheduled to be held on October 12, 2018. As part of the reclassification of the common shares in the capital of the Company into Subordinate Voting Shares, LVI is further proposing to amend the notice of articles and Articles of the Company to add certain provisions, including a redemption right in favor of LVI (or the Resulting Issuer following the Business Combination) to ensure that LVI complies with applicable licensing regulations. Cam McTavish of Clark Wilson LLP acted as the legal advisor, TSX Trust Company acted as registrar and transfer agent and Odyssey Trust Company acted as depositary to LVI. Stikeman Elliott LLP acted as the legal advisor to PalliaTech. Curaleaf, Inc. completed the acquisition of Lead Ventures Inc. (CNSX:LEAD) in a reverse merger transaction on October 25, 2018. LEAD has received conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of its Subordinated Voting Shares, which are expected to commence trading on the CSE under the ticker symbol “CURA” at market open on October 29, 2018. Listing is subject to LEAD fulfilling all listing requirements of the CSE. As of October 29, 2018, Curaleaf begun its trading under the name Curaleaf Holdings, Inc. with ticker "CURA" on the Canadian Securities Exchange.