Global Cannabinoids Inc. entered into an exclusive non-binding letter of intent to acquire EXMceuticals Inc. (CNSX:EXM) in a reverse merger transaction for CAD 33.6 million on February 28, 2021. Global Cannabinoids entered into a definitive agreement to acquire EXMceuticals Inc. (CNSX:EXM) in a reverse merger transaction on May 4, 2021. Pursuant to the LOI, the parties will work to prepare and execute a definitive transaction agreement. The definitive agreement is expected to provide for the combination of EXM and GC through the issuance of an aggregate of 168 million common shares of EXM. After giving effect to definitive agreement, the holders of GC will own approximately 66% of EXM's issued and outstanding shares on a pro forma basis and existing EXM shareholders will hold approximately 33% of EXM's issued and outstanding shares on a proforma basis. Following the completion of the merger, the Resulting Issuer will operate under the GC's corporate name. EXMceuticals, concurrent with the merger, is conducting the Private Placement of units at a price of CAD 0.15 per unit for aggregate gross proceeds of up to CAD 6 million. The transaction provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals and $0.5 million reciprocal termination fees under certain circumstances.

Upon completion of the merger, GC's current Chief Executive Officer, Kelly Ann Lewis-Bortman, will lead the Resulting Issuer and management team as the Chief Executive Officer. Jonathan Summers will be appointed the chairman of Resulting Issuer. The combined Board of Directors will consist of a total of five members, three of which, including Bortman, are current GC directors and two of which will be from EXM, one of which will be Jonathan Summers. EXM's Chief Financial Officer, Mike Kinley, will continue as the Chief Financial Officer of the combined entity.

The transaction is subject to a number of conditions customary, including, but not limited to, the receipt of required regulatory approvals, including, but not limited to the approval of the Canadian Securities Exchange (the 'CSE'), the completion of a change in the name of EXM to 'Global Cannabinoids Ltd' or such other name as may be requested by GC and acceptable to the application regulatory authorities, and the completion of the Board and Management reconstitution. The transaction has been unanimously approved by the Board of Directors of EXM and the members of GC. The transaction is expected to close before the end of 2021. The transaction is expected to be accretive to the Combined Company. Luminous Capital acted as corporate financial advisors to both GC and EXM on the transaction.

Global Cannabinoids Inc. cancelled the acquisition of EXMceuticals Inc. (CNSX:EXM) in a reverse merger transaction on January 10, 2022.