Choom Holdings Inc. (CNSX:CHOO) entered into a non-binding letter of intent to acquire Phivida Holdings Inc. (CNSX:VIDA) on April 30, 2020. Choom Holdings Inc. entered into a definitive agreement to acquire Phivida Holdings Inc. for CAD 9 million on June 2, 2020. Pursuant to the agreement, Choom will acquire all of the issued and outstanding common shares of Phivida in exchange for common shares of Choom in an arm's length all-share transaction valued at approximately CAD 7.3 million. Phivida shareholders will receive 0.72566 of a Choom Share in exchange for each Phivida Share held. Upon completion of the transaction, existing Choom and Phivida shareholders will hold approximately 78% and 22% of the pro forma company, respectively, on a fully diluted basis. Agreement includes customary provisions including reciprocal non-solicitation provisions, subject to the right of each of Choom and Phivida to accept a superior proposal in certain circumstances, with both Choom and Phivida having a seven business day right to match any such superior proposal for the other party. Upon close of the transaction, Phivida will be e de-listed from the Canadian Securities Exchange and will apply to cease to be a "reporting issuer" in Canada. The agreement also provides for reciprocal termination fees of CAD 0.5 million if the transaction is terminated in certain specified circumstances, as well as a reciprocal payment of a CAD 0.25 million expense reimbursement fee if the transaction is terminated in certain other specified circumstances.

Upon completion of the transaction, Choom's Board of Directors will be reconstituted to comprise three Directors nominated by Choom and one Director nominated by Phivida. A fifth Director, mutually agreed upon by Phivida and Choom, will subsequently be added to the Board. The transaction will be effected by way of a court-approved plan of arrangement, and will require approval by at least 66 2/3% of the votes cast by the shareholders of Phivida, listing / approval of new shares on stock exchange, third party approval, Dissenters rights limited, Phivida has a working capital surplus of not less than CAD 2 million at the effective time, Debenture Right shall not have been exercised, Choom has a working capital deficit of not more than CAD 500,000 at the effective time. Transaction is subject to applicable regulatory, court and stock exchange approvals and certain other closing conditions customary in transactions of this nature. The transaction has been unanimously approved by the Boards of Directors of Choom and Phivida, and Phivida Board has recommended that Phivida shareholders vote in favor of the transaction. Directors and officers of Phivida as well as certain other shareholders holding, holding approximately 31% stake of Phivida, have entered into support and voting agreements and have agreed to vote their Phivida Shares in favor of the transaction. As of July 23, 2020, Phivida has extended a $500,000 bridge loan to Choom Holdings, and as a result of that, parties also amended the Arrangement Agreement in order to provide that the closing condition in favour of Choom that Phivida have not less than CAD 2,000,000 in working capital surplus be reduced to CAD 1,500,000, on account of the funds advanced to Choom under the bridge loan. As of August 5, 2020, the annual general and special meeting of shareholders of Phivida will be held on September 4, 2020 to approve the transaction. As of September 4, 2020, shareholders of Phivida approved the transaction. As of September 10, 2020, Phivida obtained a final order from the Supreme Court of British Columbia approving the transaction. The transaction is expected to close on or about September 11, 2020. Haywood Securities Inc. provided fairness opinion to Board of Directors of Phivida. BDO Transaction Advisory Services Inc. acted as financial advisor and Keith Inman of Pushor Mitchell LLP acted as legal advisor for Choom. Hillcrest Merchant Partners Inc. acted as financial advisor and Peter Simeon of Gowling WLG (Canada) LLP acted as legal advisor for Phivida. Computershare Investor Services Inc. acted as the depositary for Phivida Holdings.

Choom Holdings Inc. (CNSX:CHOO) completed the acquisition of Phivida Holdings Inc. (CNSX:VIDA) on September 16, 2020. As a result of the transaction, former Phivida shareholders will hold approximately 28.6% of the total number of issued and outstanding Choom shares. Phivida shares will be delisted from the Canadian Securities Exchange on or about September 18, 2020. Phivida will apply to cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer. Choom issued an aggregate of 3.13 million shares in partial settlement of an advisory fee payable in connection with the completion of the transaction.