Freshii Inc. (TSX:FRII) entered into a definitive agreement to acquire 60% interest in Natura Market Ecommerce Inc. from Shakhzod Khabibov for CAD 5.7 million on October 13, 2021. Freshii has agreed to acquire 60% of Natura Market?s outstanding shares at closing with rights to purchase the remaining 40% of Natura?s shares through Q1 2025. Freshii will pay CAD 5.7 million as well as a potential earnout payment subject to Natura meeting certain performance metrics in 2022. Under terms of the transaction, Freshii will make a payment in an amount equal to CAD 4,642,518 on closing and withhold CAD 250,000 of the Purchase Price which will be payable in twelve months from the close of the transaction. Freshii will issue a non-interest bearing promissory note in the principal amount of CAD 825,000, maturing on July 31, 2022. Freshii will pay n earnout payment of CAD 2.5 million in maximum in case Natura Market Ecommerce annual revenues for 52 weeks ending December 25, 2022 exceed CAD 21 million. The transaction is expected to be financed entirely through Freshii?s available cash on hand. Natura Market has CAD 19 million in sales over the last 12 months. General oversight of the Natura business will be provided by a board comprised of the senior management of Freshii and Natura. Matthew Corrin will Chair this board. Natura Market?s founder, Shakhzod Khabibov, will continue as President of Natura Market which will be run as a standalone business unit with shared services support. Subject to customary closing conditions, the transaction is expected to close in Freshii?s fiscal fourth quarter. Stewart Sutcliffe of Stikeman Elliott LLP served as legal counsel to Freshii Inc. and Jay Lefton of Fasken Martineau DuMoulin LLP served as legal counsel for Shakhzod Khabibov.