Gaia Investments Inc. entered into a letter of intent to acquire Spirit Bear Capital Corp. (TSXV:SBG.H) in a reverse merger transaction on December 10, 2018. Under the terms, Spirit Bear will issue 120 million to existing shareholders of Gaia. Immediately prior to completion of transaction, each receipt will be converted into one common share of Gaia which will be exchanged for one common share of Spirit Bear. Spirit Bear has also paid Gaia a deposit of CAD 0.01 million in connection with entering into letter of intent which is refundable if the transaction is not completed within a timeframe. In respect of transaction completion, Gaia intends to complete a private placement financing for gross proceeds of up to CAD 4 million. Proceeds of the transaction will be held in escrow pending completion of the transaction. Upon completion, the resulting issuer will be listed on the exchange as Tier two industrial issuer under the name of Gaia Investments Inc. Gaia Grow Corp. entered into a definitive agreement to acquire Spirit Bear Capital Corp. (TSXV:SBG.H) in a reverse merger transaction on January 31, 2019. Pursuant to the terms of the transaction, the holders of common shares in the capital of Gaia will receive one common share of the Resulting Issuer in exchange for each outstanding Gaia Share. Prior to the closing of the transaction, it is expected that Gaia will have 120 million Gaia Shares outstanding. As on January 31, 2019, Spirit Bear has 28.8 million common shares issued and outstanding. On completion of the transaction, and assuming completion of the financing for the subscription amount, it is anticipated that there will be an aggregate of approximately 195 million resulting issuer shares issued and outstanding. Following completion of the transaction, it is anticipated that the resulting issuer will change its name to “Gaia Grow Crop.” and will continue to carry on the business of Gaia. The Board of Directors of the resulting issuer will be reconstituted to consist of Frederick Pels, James Tworek, Adam Hoffman, John Lagourgue and Marc Lowenstein. Management of the resulting issuer will consist of Frederick Pels as Chief Executive Officer, James Tworek as President, Zula Kropivnitski as Chief Financial Officer and Cassandra Gee as Corporate Secretary. Adam Hoffman will not be serving as an independent Director following completion of the transaction. John Lagourgue, an existing independent Director of the Company, will continue as independent Director following completion of the transaction. The transaction is subject to number of conditions including completion of satisfactory due diligence, entering into a definitive agreement, completion of the financing, Gaia Investments having received a license to cultivate and sell hemp products in accordance with the Cannabis Act (Canada) and the Industrial Hemp Regulations, approval of the Exchange, the Board of Directors of Spirit Bear shall be reconstituted to consist of no more than four members, comprising Frederick Pels, James Tworek, Adam Hoffman and Marc Lowenstein and the management of Spirit Bear shall be reconstituted to comprise Frederick Pels as Chief Executive Officer, James Tworek as President, Zula Kropivnitski as Chief Financial Officer and Cassandra Gee as Corporate Secretary, Gaia shall have completed the acquisition of Gaia Bio-Pharmaceuticals Inc., Gaia shall have received the requisite approval of its shareholders and approval of Spirit Bear for the adoption of the agreement and the completion of the amalgamation as required by the BCBCA, and shall have taken all necessary steps so that the amalgamation may be effected. Additionally the transaction is subject to all other approvals, consents and orders that are necessary or advisable for the consummation of the amalgamation or other transactions contemplated herein, including, but not limited to, the approval of the exchange, shall have been obtained, the approval of the Registrar of the Amalgamation under the BCBCA, Gaia shall have delivered to Spirit Bear the Gaia Financial Statements, Gaia shall have delivered to Spirit Bear a list of all Gaia shareholders and the holders of all of the Gaia subscription receipts, including the amount of Gaia shares and Gaia subscription receipts, as applicable, held by each of them as at the effective time, certified to be complete and accurate in all respects by a Director or senior officer of Gaia, the time period for the exercise of any Dissent Rights shall have expired and Gaia shareholders shall not have exercised such dissent rights, Spirit Bear Shares shall be listed on the NEX board of the exchange and Spirit Bear shall be a reporting issuer in good standing in the provinces of Alberta, British Columbia and Ontario, the issuance of the Spirit Bear Shares on closing shall be exempt from prospectus requirements in Canada and satisfaction of other customary closing conditions. As of July 5, 2019, the transaction was granted conditional approval by TSX Venture Exchange. The trading in common shares of Spirit will remain halted pending further filings with the Exchange. Computershare Investor Services Inc. acted as registrar and transfer agent to Spirit Bear. Gaia Investments Inc. completed the acquisition of Spirit Bear Capital Corp. (TSXV:SBG.H) in a reverse merger transaction on July 23, 2019. Pursuant to the terms of the transaction, Spirit Bear has issued 120 million common shares to the existing shareholders of Gaia, as well as 45.07 million common shares to the existing holders of the receipt shares of Gaia. Following completion of the transaction, Spirit Bear has approximately 200 million common shares outstanding. Spirit Bear has also assumed an obligation owed to former shareholders of Gaia Bio-Pharmaceuticals Inc. (“Gaia Bio”), a wholly owned subsidiary of Gaia, in which such shareholders may be entitled to an additional payment in the event the 8.4 million common shares issued by Gaia to acquire Gaia Bio are valued at less than CAD 2 million at any time during the sixty day period following Gaia Bio receiving a license to cultivate cannabis. In such a case, an additional payment of CAD 1.6 million will be owed to the former shareholders of Gaia Bio to be satisfied in cash or through the issuance of common shares of Spirit Bear based upon the greater of (i) the thirty-day volume-weighted average trading price of the common shares of Spirit Bear on the exchange at the time of issuance, and (ii) CAD 0.1 per share. Any common shares of Spirit Bear issued to satisfy this payment will be subject to a Tier 2 Value Escrow Agreement. In connection with completion of the transaction, Transcend Capital Inc. (“Transcend”), and Pelsco Holdings Corp. (“Pelsco”), have acquired ownership and control of 63.5 million and 38.8 million common shares of Spirit Bear, representing approximately 31.72% and 19.39%, respectively. Prior to completion of the transaction, Transcend had ownership and control of 2.73 million common shares of Spirit Bear, representing approximately 9.48% and Pelsco did not have ownership or control of any common shares. Following completion of the transaction, Transcend has ownership and control of 66.23 million common shares and Pelsco has ownership and control of 38.82 million common shares of representing approximately 33.08% and 19.39%, respectively. Each of Transcend, and Pelsco, acquired their additional common shares in consideration for common shares of Gaia held prior to the transaction. Pursuant to the transaction, Spirit Bear Capital Corp. has changed its name to Gaia Grow Crop. Following completion of the transaction, the Board of Directors of resulting issuer has been reconstituted to consist of Frederick Pels, James Tworek, John Lagourgue and Marc Lowenstein. Frederick Pels has been appointed as Chief Executive Officer, James Tworek has been appointed as President, Zula Kropivnitski has been appointed as Chief Financial Officer, and Cassandra Gee has been appointed as Corporate Secretary. Following completion of the transaction, the resulting issuer will be listed on the Exchange as a Tier 2 Industrial Issuer, under the ticker symbol “GAIA”. In connection with the transaction, an aggregate of approximately 100 million common shares of Spirit Bear are subject to a Tier 2 Surplus Escrow Agreement, 21.18 million common shares are subject to a Tier 2 Value Escrow Agreement, and 2 million common shares are subject to a CPC Escrow Agreement, in accordance with the policies of the TSX Venture Exchange. The Finders Shares are subject to a four-month-and-one-day statutory hold period in accordance with applicable Canadian securities laws. Spirit Bear issued 6.33 million common shares (the “Finders Shares”) to an arms’-length party who assisted Spirit Bear in facilitating the transaction. Sam Cole of Cassels Brock & Blackwell LLP acted as legal advisor to Spirit Bear Capital Corp.