Global Health Clinics Ltd. (CNSX:MJRX) signed a definitive share purchase agreement to acquire Wonder Scientific Inc. for CAD 6 million on December 10, 2020. Pursuant to the agreement, Global Health will acquire all of the issued and outstanding shares of Wonder Scientific through the issuance of an aggregate of 26 million of its common shares. All outstanding debentures of Wonder will be converted into equity of Wonder prior to closing and will form part of the purchase price. Global Health is at arms-length from Wonder Scientific and its shareholders. The consideration shares will be subject to a voluntary pooling arrangement and (a) 1,085,218 of the consideration shares will be subject to a 12-month pooling arrangement, whereby 50% of such shares will be released six months from the closing of the transaction (the “closing”) and the remaining 50% of such shares will be released six months after that; and (b) 24,914,782 of the consideration shares will be subject to a four month and one day pooling arrangement, whereby 33% of such shares will be released on closing, 33% will be released two months after closing and the remaining 34% will be released four months and one day after closing. The transaction will neither constitute a fundamental change nor a change of business for Global Health Clinics, nor will it result in a change of control of Global Health within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. In connection with the transaction, a nominee of Wonder Scientific is expected to join the board of Global Health Clinics. The transaction is expected to close early next week.