Global Gardens Group Inc. signed a non-binding letter of intent to acquire Everfront Ventures Corp. (TSXV:EVC.P) in a reverse merger transaction on November 28, 2013. Under the terms of the agreement, Everfront will acquire all of outstanding common shares in exchange for post-consolidation common shares of Everfront on the basis of one post-consolidation Everfront common share being issued for each Global Gardens common share outstanding at the time of such exchange. Each outstanding option, warrant, and other right to acquire common shares of Global Gardens will be exchanged for analogous options, warrants and similar rights to acquire common shares of Everfront. The net proceeds of the private placement will be used for Global Gardens operations. The parties are targeting the execution of definitive agreement by no later than December 24, 2013.

Upon completion of the transaction, all of the existing Directors and officers of Everfront will resign. The Board of Directors and senior management as expected will be Rob Harrison as President & Chief Executive Officer, Paul Lott as Chief Financial Officer, Wade Bayne as Vice-President Marketing, Geoff Acheson as Vice-President Business Development and Robert Somers as Vice-President Distribution & Logistics. The transaction is subject to completion of a due diligence review by each of Everfront and Global Gardens, availability of exemptions from the prospectus requirements of applicable Canadian securities laws, Global Gardens completing a private placement of securities, the net working capital of Everfront immediately prior to closing of the Transaction being at least CAD 0.3 million, dissenters rights limited, approval by the Board of Directors of each of the parties, agreement of the Board of Directors and officers of Everfront to resign their current Director and officer positions, the consolidation of the common shares of Everfront on the basis of one post-consolidation common share for every two pre-consolidation common shares, approval by the shareholders of Everfront and Global Gardens and final approval by TSX Venture Exchange, regulatory or governmental authorities.

As on January 23, 2014, Global Gardens and Everfront Ventures entered into an amalgamation agreement. William Fung of Blake, Cassels & Graydon LLP acted as legal advisor to Everfront Ventures Corp. Manoj Pundit of Borden Ladner Gervais LLP acted as legal advisor to Global Gardens Group.