The Canadian Business of Wayland Group Corp. (CNSX:WAYL) (‘Wayland’) entered into a non-binding letter of intent to acquire Cryptologic Corp. (CNSX:CRY) in a reverse merger transaction on August 2, 2019. The transaction is structured as the purchase by Cryptologic of the Canadian assets of Wayland in exchange for 57.5 million Cryptologic common shares at a deemed issue price of CAD 4 per share. The shares issued will represent approximately 70% of the issued and outstanding common shares of Cryptologic upon closing. It is expected that, prior to closing, Cryptologic will sell the business and assets comprising its existing cryptocurrency mining and other operations and that, subject to and following closing of the acquisition transaction, it will be a single-purpose cannabis company. In connection with the transaction, Cryptologic has committed to provide Wayland with a $5 million (CAD 6.61 million) subordinated bridge loan prior to the entering into of a definitive agreement. Wayland shall grant second-lien security over the assets to be purchased by Cryptologic, which will be subordinate to Wayland’s existing secured convertible debentures in accordance with their terms. As of August 9, 2019, Cryptologic has provided a $5 million of bridge loan to Wayland. As of September 17, 2019, Maricann Inc., a subsidiary of Wayland Group, and Cryptologic entered into an amended and restated loan agreement in connection with the acquisition. It is expected that, subject to and following closing of the proposed transaction, Cryptologic will be led by a management team including Jordan Greenberg, the current Chief Financial Officer of the Cryptologic, acting as Chief Executive Officer and Matthew McLeod, the current Chief Executive Officer of Wayland, acting as President of Cryptologic. The management team is also expected to include other senior members of the existing management teams of Cryptologic and Wayland. John Kennedy FitzGerald will step down as Chief Executive Officer of Cryptologic. Completion of the proposed transaction is subject to a number of conditions, including, without limitation, the completion of satisfactory due diligence, the negotiation and entering into of a satisfactory definitive agreement and transaction structure, receipt of applicable security-holder approvals by Cryptologic and Wayland in accordance with applicable securities laws and stock exchange rules and security-holder documents to which they are party, together with any other applicable third party and regulatory consents and approvals, the completion of the sale by Cryptologic of its existing businesses and the availability of the minimum CAD 25 million cash balance, the potential completion of a reorganization of Wayland’s Canadian business, the receipt by each of Wayland and Cryptologic of a fairness opinion from their respective financial advisors, and other customary conditions. Cryptologic will hold a special meeting of shareholders on March 13, 2020. The Canadian Business of Wayland Group Corp. (CNSX:WAYL) (‘Wayland’) cancelled the acquisition of Cryptologic Corp. (CNSX:CRY) in a reverse merger transaction on August 24, 2020.