Eden Empire Inc. entered into a letter of intent to acquire Rosehearty Energy Inc. (OTCPK:GAXF.F) in a reverse merger transaction on March 13, 2020. Eden Empire Inc. entered into a business combination agreement to acquire Rosehearty Energy Inc. (OTCPK:GAXF.F) in a reverse merger transaction on April 15, 2020. Rosehearty will acquire all of the issued and outstanding common shares of Eden, in exchange for common shares of Rosehearty. The outstanding common shares of Eden will be exchanged for common shares of the Resulting Issuer on the basis of 1 resulting issuer share for each Eden share. It is anticipated that 65,222,500 resulting issuer shares will be issued in exchange for the Eden shares; and the outstanding common share purchase warrants of Eden (the "Eden Warrants") will ultimately be exchanged for common share purchase warrants of resulting issuer on the basis of 1 resulting issuer warrant for each Eden warrant. It is anticipated that approximately 661,630 resulting issuer warrants will be issued in exchange for the Eden warrants. Prior to the completion of the transaction, Rosehearty has agreed to consolidate its common shares on a 6:1 basis, such that Rosehearty will have approximately 3,705,092 common shares issued and outstanding immediately prior to completing the transaction. Upon completion of the transaction and Eden obtaining conditional approval of the Canadian Securities Exchange for the Listing, the principal amount of the approximately CAD 5.9 million outstanding convertible debentures of Eden (the "Eden Debentures") will be converted into Eden Shares at a conversion price of CAD 0.30 per Eden Share and subsequently be exchanged for 19,679,985 resulting issuer shares. It is expected that following the closing of the transaction and the conversion of the Eden Debentures, current holders of Eden securities (including the Eden Debentures and Eden Shares) will hold approximately 85,564,115 Resulting Issuer Shares (or 96% of the Resulting Issuer Shares on an undiluted basis). Post-closing, Rosehearty will continue as the resulting issuer and change its name to "Eden Empire Inc."

On the closing of the transaction, Kolten Taekema will be appointed as the Director and President of the resulting issuer, Gerry Trapasso will be the Director and Chief Executive Officer. In addition, Cale Moodie will be appointed as the resulting issuer's Director and Chief Financial Officer and Dario Meli as Director. Completion of the transaction will be subject to a number of closing conditions, including but not limited to, shareholder approval on the part of Eden, approval by the Board of Directors of both entities. As well, the share capital of Rosehearty shall be consolidated on the basis of one new company share for every existing six shares of Rosehearty.