MediPharm Labs Corp. (TSX:LABS) entered into a letter of intent to acquire VIVO Cannabis Inc. (TSX:VIVO) from directors and officers of VIVO and others on November 8, 2022. MediPharm Labs Corp. (TSX:LABS) entered into a definitive arrangement agreement to acquire VIVO Cannabis Inc. (TSX:VIVO) from directors and officers of VIVO and others for CAD 11.2 million on December 21, 2022. Under the terms of the Arrangement Agreement, holders of common shares of VIVO ("VIVO Shares") will receive between 0.2110 and 0.4267 common shares of MediPharm (the "MediPharm Shares") for each VIVO Share held, subject to adjustment (the "Exchange Ratio"). Under the terms of the Arrangement Agreement, if the Arrangement becomes effective, the VIVO Shareholders (other than dissenting VIVO Shareholders) will receive between 0.2110 (the ?Minimum Exchange Ratio?) of a common share of MediPharm (each, a ?MediPharm Share?) and 0.4267 (the ?Maximum Exchange Ratio?) of a MediPharm Share for each VIVO Share held. Prior to closing of the Arrangement (?Closing?), MediPharm has agreed to advance up to CAD 3.75 million to VIVO, on the request of VIVO from time to time, to fund ongoing operations in the ordinary course, to be evidenced by one or more secured promissory notes. Upon the completion of the Transaction, existing MediPharm shareholders are expected to own between 65% and 79% of the combined company resulting from the Transaction (the "Combined Company") and VIVO shareholders are expected to own between 35% and 21% of the Combined Company. A termination fee of CAD 1 million payable to either party in certain circumstances. It is expected that, within two to three business days following the completion of the Arrangement, VIVO's common shares and warrants will be delisted from the Toronto Stock Exchange.

The completion of the transaction is subject to court and regulatory approvals, shareholders? approval of MediPharm and VIVO including the approval of the Toronto Stock Exchange, which are currently expected to be received during the first half of 2023. To become effective, the VIVO Arrangement Resolution must be approved by not less than (i) 66 2/3% of the votes cast by the VIVO Shareholders, voting as a single class, and (ii) a majority of the votes cast by the VIVO Shareholders, excluding the votes of VIVO Shares beneficially owned by Ray Laflamme, whose votes must be excluded in accordance with MI 61-101 (as defined in the Information Circular). To become effective, the VIVO Reduction of Stated Capital Resolution must be approved by not less than 66 2/3% of the votes cast by the VIVO Shareholders, voting as a single class. Both MediPharm and VIVO Board of Directors have unanimously approved the deal. As of February 17, 2023, David Pidduck is duly appointed Chief Executive Officer of the Corporation and the special meeting of the shareholders of MediPharm Labs Corp. (the ?Corporation?) scheduled to be held on March 21, 2023. As of March 21, 2023, the shareholders of both MediPharm and VIVO has approved the deal. Completion of the Arrangement is subject to final court approval, which is to be sought at a hearing on March 23, 2023. As March 24, 2023, the Ontario Superior Court of Justice has approved the deal. As of March 31, 2023, the transaction ahs been approved by the TSX for listing of the common shares of MediPharm to be issued in connection with the Arrangement. The transaction is expected to close during the first half of 2023. It is currently expected that the effective date of the Arrangement will occur on or about the completion of the first quarter of 2023. The Arrangement is expected to become effective on or about the completion of the first quarter of 2023. As of March 31, 2023, It is currently expected that the effective date of the Arrangement will occur on or about April 1, 2023, subject to the satisfaction or waiver of other customary closing conditions.

Hyperion Capital Inc. is acting as financial advisor to MediPharm and provided the Hyperion Opinion to the MediPharm board of directors. Adria Leung Lim, Jackson Phillips, Barbra Worndl, Steve Hundal, Mistrale Lepage-Chouinard, Annie Xie and Karlie Nordstrom of Aird & Berlis LLP is acting as legal counsel to MediPharm. Stoic Advisory Inc. is acting as financial advisor to VIVO. ATB Capital Markets Inc. acted as financial advisor for the restructuring of VIVO's convertible debentures and provided the ATB Opinion to the VIVO board of directors. Angela Blake of Bennett Jones LLP is acting as legal counsel to VIVO. TSX Trust Company acted as transfer agent to MediPharm and VIVO. CDS Clearing and Depository Services Inc. acted as depository bank to VIVO.

MediPharm Labs Corp. (TSX:LABS) completed the acquisition of VIVO Cannabis Inc. (TSX:VIVO) from directors and officers of VIVO and others on April 1, 2023. Each VIVO shareholder of record on the closing date was entitled to receive 0.2910 of a common share of MediPharm Labs Corp. for each VIVO share held.