Global Gardens Group Inc. signed an agreement to acquire 1018760 B.C. Ltd. in a reverse merger transaction on April 24, 2015. Under the terms, 1018760 B.C. will issue 21.17 million shares, on the basis of one share for every one share previously held, as consideration. 1018760 B.C. will raise non-brokered private placements and a brokered private placement by a syndicate led by Euro Pacific Canada Inc. and including Octagon Capital Corporation to raise aggregate gross proceeds of CAD 4.2 million by issuing its 17.09 million shares.

Global Gardens Group Inc. has been identified as the accounting acquirer. The Board of Directors of Global Gardens Group, 1018760 B.C. Ltd. and UWO Consulting Ltd., parent of 1018760 B.C. Ltd., unanimously approved the transaction. UWO being the sole shareholder of 1018760 B.C. approved the transaction.

The transaction is subject to various conditions including approval for listing of shares of 1018760 B.C. Ltd., approval by shareholders of Global Gardens Group, entry into escrow agreement, completion of non-brokered fund raising of CAD 2.5 million. As of May 28, 2015, the transaction received the necessary shareholder approval but was still subject to various conditions. Prodigy Capital Corp.

acted as financial advisor to Global Gardens Group and 1018760 B.C. Ltd.