Silo Wellness Inc. (CNSX:SILO) enter into a letter of intent to acquire NUGL Inc. (OTCPK:NUGL) for CAD 40.2 million on August 28, 2023. SILO will acquire 100% of the issued and outstanding shares of NUGL in exchange for 2,010,000,000 shares from treasury (all shares herein are pre-consolidation), for a purchase price of CAD 40,200,000.00. NUGL stock options, warrants, and other convertible securities will be adjusted to receive SILO Common Shares on an economically equivalent basis.

Silo Wellness will issue common shares in a best-efforts private placement financing to raise gross proceeds of CAD 250,000.00 to CAD 2M at 2 cents per share to validate the purchase price and cover costs to close the transaction, as well as provide additional capital for strategic growth post-merger. SILO shall hold an annual and general special shareholders meeting to obtain approval for the acquisition of NUGL/Kaya, to elect a new board that would result in a change of control of the resulting issuer, and for a potential share consolidation and potential name change. Finder's fee of 3% of the transaction shall be paid to NUGL board member Benjamin Kaplan and 3% to Silo CEO Mike Arnold for a total of 64,934,437 shares issued each.

The final structure of the Transaction is subject to receipt of final tax, corporate, and securities law advice and securities regulatory and CSE approval for both SILO and NUGL. Audited financial information about NUGL Inc. will be provided to shareholders prior to the special shareholders meeting to vote on this acquisition.