CanniMed Therapeutics Inc. (TSX:CMED) entered into an exclusivity agreement to acquire Newstrike Resources Ltd. (TSXV:HIP) for approximately CAD 200 million on November 15, 2017. CanniMed Therapeutics Inc. reached a definitive agreement to acquire Newstrike Resources Ltd. on November 17, 2017. Under the terms of the agreement, Newstrike shareholders will be entitled to receive 0.033 common shares of CanniMed for each Newstrike common share held. Subsequent to closing of the transaction, the current CanniMed shareholders will own in aggregate approximately 65% of the combined entity and the Newstrike shareholders will in aggregate own approximately 35% of the combined entity. Newstrike will become a wholly owned subsidiary of CanniMed. On completion, the shares of Newstrike Resources Ltd. will be delisted from Toronto stock exchange. Upon termination of the agreement in certain circumstances, Newstrike may be required to pay CanniMed a termination fee of CAD 5 million or CannMed may be required to pay Newstrike a termination fee of CAD 9.5 million. The agreement provides that on closing of the transaction, the Board of Directors of the combined entity will include two persons who will be nominated by Newstrike. In addition, certain shareholders of Newstrike will be entitled to nominate two persons to the CanniMed Board of Directors at its 2018 annual shareholders' meeting and will have a right to nominate one person to the board at each annual meeting for so long as they hold at least 10% of the outstanding CanniMed shares. The transaction is subject to approval of the shareholders of CanniMed and 66 2/3% of the Newstrike shareholders and a majority of the votes attached to the Newstrike shares, court approval, approval of the TSX, dissenters rights are not executed, resignation of Newstrike's Directors, applicable regulatory approvals and the satisfaction of certain other customary closing conditions. The transaction is also subject to the submission of lock up agreements to CanniMed. The definitive agreement has been approved by the Board of Directors of each of CanniMed and Newstrike and the Boards each recommend that their respective shareholders vote in favor of the agreement. As on January 17, 2018, the transaction is approved by the shareholders of Newstrike. As of January 18, 2018, CanniMed Therapeutics Inc postponed the special shareholders’ meeting from January 23, 2018 to January 25, 2018 to allow discussions regarding a possible transaction with Aurora Cannabis Inc as permitted under the terms of the acquisition agreement. Closing of the transaction is anticipated to occur in January 2018. The transaction is accretive and is a highly strategic entry into the recreational cannabis market. Expected to be accretive (before synergies) on key metrics by 2019. AltaCorp Capital Inc. acted as financial advisor to CanniMed and has provided a fairness opinion to the CanniMed Board of Directors, also it will receive a fee of 1.5% of the consideration paid to Newstrike shareholders. Philippe Tardif, Andrew Powers, Jason Saltzman, Colin Cameron-Vendrig, Rocky Swanson, Daniel Lang of Borden Ladner Gervais LLP acted as legal advisor to CanniMed. Cormark Securities Inc. has provided a fairness opinion to the CanniMed Board of Directors. Jay Goldman of Cassels Brock & Blackwell LLP acted as legal advisor to Newstrike Resources Ltd. Kingsdale Shareholder Services Inc. acted as information agent to CanniMed and Computershare Investor Services Inc. acted as transfer agent to CanniMed and Newstrike. TSX Trust acted as Transfer agent to Newstrike. Glass Lewis & Co recommended that CanniMed shareholders vote the acquisition of Newstrike Resources. CanniMed Therapeutics Inc. (TSX:CMED) cancelled the acquisition of Newstrike Resources Ltd. (TSXV:HIP) on January 24, 2018. As a result of cancellation, CanniMed paid termination fee of CAD 9.5 million to Newstrike.