Luff Enterprises Ltd. (CNSX:LUFF) signed a definitive agreement to acquire National Green Biomed Ltd. (NG Biomed) on July 21, 2022. Under the agreement, Luff Enterprises will acquire NG Biomed largely for share consideration. The acquisition of NG Biomed will be effected by way of a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia) whereby the shareholders of NG Biomed will exchange their shares for up to 170 million common shares in Luff at a deemed price of CAD 0.025 per share. At closing, Luff will also assume up to a maximum of CAD 0.5 million in debt and up to CAD 0.2 million in other net liabilities. In a related transaction, Luff Enterprises has also entered into a definitive agreement to sell certain assets and licenses at its Portland Oregon facility for cash consideration on July 21, 2022. NG Biomed employees will join Luff Enterprises. Upon closing of the acquisition, Luff Enterprises plans to appoint the Honourable Herb Dhaliwal, NG Biomed's Chairman to Luff's Board of Directors.

The acquisition of NG Biomed remains subject to approval from NG Biomed's shareholders, approval from the Canadian Securities Exchange, if needed, and completion of customary closing conditions. As of July 28, 2022, NG Biomed's wholly owned subsidiary, Rosebud Productions Inc., has received final approval from Health Canada to authorize the activity of sale of cannabis extracts, edible cannabis, and cannabis topical products to provincially and territorially authorized retailers and holders of a licence for sale for medical purpose. This transaction is expected to close within the next 3 months.

Luff Enterprises Ltd. (CNSX:LUFF) completed the acquisition of National Green Biomed Ltd. (NG Biomed) on August 13, 2022.