Optimind Pharma Inc. entered into a letter of intent to acquire Loon Energy Corporation (TSXV:LNE.H) for CAD 8.3 million in a reverse merger transaction on November 16, 2021. Optimind Pharma Inc. entered into a definitive agreement to acquire Loon Energy Corporation in a reverse merger transaction on November 30, 2021. As on December 23, 2021, Optimind Pharma Inc. entered into an amending agreement to acquire Loon Energy Corporation. Loon Energy Corporation after completion of the transaction, is referred to as the Resulting Issuer. Pursuant to the transaction, all of the issued and outstanding common shares of Optimind will be exchanged for post-consolidated common shares of the Resulting Issuer at an exchange ratio to be set out in Agreement. Loon has agreed to settle up to CAD 175,000 of debt with certain creditors of Loon by way of issuance of common shares of Loon at a price of CAD 0.095 per share. The Debt Settlement will only be completed immediately prior to closing in order for Corporation not to have any material liabilities on closing. If the full amount of Debt Settlement is completed, Loon Energy Corporation would issue an additional 1,842,105 common shares of Loon Energy Corporation on a pre-Consolidation basis. The common shares issued pursuant to the Debt Settlement will be subject to a four-month hold period. As per amending agreement, Loon will complete a share consolidation on the basis of one new share for such number of old shares which shall result in 8,150,000 Loon common shares being issued and outstanding following consolidation, which has been increased from previous 7,500,000 Loon common shares. Optimind shall have a minimum of CAD 1,750,000 in cash on closing of the transaction. Upon completion of the transaction and excluding the Resulting Issuer Shares issued pursuant to the Concurrent Financing, it is anticipated that Optimind shareholders will own approximately 90% of the issued and outstanding Resulting Issuer Shares, and Loon Energy Corporation's shareholders will own approximately 10% of the issued and outstanding Resulting Issuer Shares. As per amending agreement, concurrent financing will now be a minimum of CAD 500,000 and a maximum of CAD 750,000 comprised of subscription receipts that are automatically exchangeable for convertible debentures of resulting issuer which will have following terms: (i) matures 18 months from commencement of trading of Resulting Issuer Shares on CSE; (ii) 10% interest per annum and payable on maturity; (iii) convertible at CAD 0.20 per unit, with each unit comprised of one share and 0.6 warrant, with each full warrant exercisable into a share at CAD 0.40 per share for two years from issue date of convertible debenture; and, (iv) forced conversion of the convertible debenture if shares close higher than CAD 0.40 per share for 10 consecutive trading days. It is intended that any outstanding stock options and warrants of Optimind and the Corporation will be exercisable for comparable securities of the Resulting Issuer on the same economic terms. The Resulting Issuer will indirectly carry on the business of Optimind and will change the Resulting Issuer’s name to Optimind Pharma Inc. or such other name as determined by Optimind and any other relevant regulatory authorities. If the transaction is completed, at the closing, the current directors of Loon Energy Corporation will resign and be replaced by the nominees of Optimind and the Corporation in accordance with corporate law. Loon Energy Corporation will also make an application to voluntarily delist its common shares from the TSX Venture Exchange and seek a listing of its common shares on the Canadian Securities Exchange as part of the Transaction. Tomas Sipos appointed as Chief Executive Officer, Mike Hart appointed as Chief Operating Officer, Rakesh Malhotra appointed as Chief Financial Officer, Marshall I. Morris appointed as Independent Director and Tushar Arora appointed as Independent Director.

Completion of the Transaction is subject to a number of conditions, including but not limited to: satisfactory completion of due diligence, execution of the Definitive Agreement, completion of the Concurrent Financing, completion of the Debt Settlement, receipt of annual and interim financial statements from both the Corporation and Optimind, receipt of all director, shareholder and requisite regulatory approvals, including the acceptance of the TSXV and listing of the Resulting Issuer Shares on the CSE, confirmation that no adverse material change in the business, affairs, financial condition or operations of the Corporation or Optimind has occurred and material compliance by both Loon Energy Corporation and Optimind with the LOI, except as superseded by the Definitive Agreement. On April 4, 2022, Optimind has completed the minimum concurrent financing of CAD 0.5 million. As on June 16, 2022, Loon Energy has applied for listing of its common shares on the CSE. On June 30, 2022, the parties entered into an amending agreement which include a reduced cash requirement for Optimind on closing and the number of post-consolidated shares of Loon has been increased by 500,000 common shares to 8,650,000 common shares; and Optimind agreed to pay certain costs of Loon under the amendment agreement. On July 18, 2022, Optimind received the conditional approval from the Canadian Securities Exchange ("CSE") for the listing of the Common Shares that resulted from the closing of the reverse takeover. As on April 4, 2022, parties have entered into a second amending agreement, which provides for an extension to the completion of the transaction to be on or before June 30, 2022. As of June 16, 2022, the transaction is expected to close in July 2022. As of June 30, 2022, the parties entered into a third amending agreement which provides for an extension to the completion of the transaction to be on or before August 24, 2022. As of July 27, 2022, the transaction is expected to close on July 28, 2022.

Optimind Pharma Inc. completed the acquisition of Loon Energy Corporation (TSXV:LNE.H) in a reverse merger transaction on July 28, 2022. As a result of the transaction, Loon changed its name to "Optimind Pharma Corp." and consolidated its outstanding common shares on a 1.713084 for 1 basis (the "Common Shares"). Optimind Pharma CorpOptimind expects to commence trading on the CSE on or about Thursday, August 4, 2022 under the symbol "OMND."