Planet 13 Holdings Inc. (CNSX:PLTH) entered into non-binding letter of intent to acquire Next Green Wave Holdings Inc. (CNSX:NGW) for CAD 83.8 million on November 4, 2021. Planet 13 Holdings Inc. (CNSX:PLTH) entered into a definitive arrangement agreement to acquire Next Green Wave Holdings Inc. (CNSX:NGW) on December 20, 2021. Under the terms of the agreement and based on pricing as of December 17, 2021, the shareholders of Next Green Wave ("NGW Shareholders") will receive 0.1081 of a common share of Planet 13 (the “Exchange Ratio”) subject to calculations as described below, and CAD 0.0001 in cash, for each NGW Share held. Based on Planet 13's 10-day volume weighted average price ("VWAP") and the exchange ratio as of December 17, 2021, the implied deal price per NGW Share is CAD 0.465, representing a premium of approximately 52% to the closing price and 44% to the 10-day VWAP of NGW Shares on the Canadian Securities Exchange (the "CSE") as of December 17, 2021. The exchange ratio is subject to adjustment as follows: If the 10-day VWAP of Planet 13 common shares (the "Planet 13 Shares") on the CSE immediately preceding the second business day prior to the closing of the transaction (the "Planet 13 Closing Price") is below CAD 5.5 but above CAD 4.06, then the exchange ratio will be calculated as CAD 0.4650 divided by the Planet 13 closing price; If the Planet 13 closing price is less than or equal to CAD 4.06, then the exchange ratio shall be 0.1145; and If the Planet 13 Closing Price is greater than or equal to CAD 5.50, then the exchange ratio shall be 0.0845. Pursuant to the agreement, upon closing, all outstanding NGW options to acquire NGW shares will be exchanged for options of Planet 13 that will entitle the holders to receive, upon exercise thereof, Planet 13 Shares based upon the exchange ratio. After giving effect to the transaction, and based on pricing as of December 17, 2021, NGW shareholders will hold approximately 9.2% ownership in the pro-forma company. Termination fees of CAD 3.25 million and CAD 2 million payable by Next Green Wave and Planet 13, respectively.

The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) and is subject to, among other things, the approval of NGW Shareholders at a special meeting of NGW Shareholders expected to be held on February 25, 2022 (the "NGW Special Meeting"), receipt of all applicable CSE, regulatory and court approvals, and completion of other customary closing conditions. At the NGW Special Meeting, the Arrangement will require approval by at least two-thirds of the votes cast by NGW Shareholders present in person or represented by proxy and entitled to vote at the NGW Special Meeting. The transaction has been unanimously approved by the Board of Directors of both Planet 13 and Next Green Wave. As of February 25, 2022, NGW's shareholders approved the transaction. The transaction is expected to close in the first quarter of 2022. Transaction is expected to be immediately accretive to 2021 and 2022 EBITDA. As of December 26, 2021, The Company has all necessary corporate power and authority to execute and deliver this agreement, and to consummate the transactions contemplated hereby, including the arrangement.

Beacon Securities Limited acted as financial advisor to Planet 13 and provided a fairness opinion to the Planet 13 board of directors that states that, as of the date of the opinion and subject to the assumptions and limitations contained in the opinion, the consideration to be paid by Planet 13 pursuant to the transaction is fair, from a financial point of view, to Planet 13. Charlie malone and Katy Pitch of Wildeboer Dellelce LLP and Cozen O'Connor acted as legal advisors to Planet 13. INFOR Financial Inc. acted as the financial advisor to NGW. INFOR Financial Inc. and Evans & Evans, Inc. each provided a fairness opinion to the NGW Board and the Special Committee, respectively, as described above. McMillan LLP and Farella Braun + Martel LLP acted as legal advisors to Next Green Wave. Kingsdale Advisors acted as information agent to NGW. In addition, NGW has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent and will pay a fee of CAD 0.05 million. Odyssey Trust Company acted as transfer agent to Planet 13.

Planet 13 Holdings Inc. (CNSX:PLTH) completed the acquisition of Next Green Wave Holdings Inc. (CNSX:NGW) on March 2, 2022. The transaction has been approved by the Supreme Court of British Columbia on March 1, 2022. It is expected that the NGW shares will be delisted from the Canadian Securities Exchange at the close of business on or about March 2, 2022. Next Green Wave Holdings Inc. Shares were delisted from the Canadian Securities Exchange as of the close of trading on March 2, 2022.