Planet 13 Holdings Inc. (CNSX:PLTH) entered into a membership interest purchase agreement to acquire VidaCann Ltd. for $48.8 million on August 28, 2023. Pursuant to the Purchase Agreement, Planet 13 Holdings Inc. (the ?Company?) will acquire VidaCann from the Sellers for agreed consideration equal to the sum of: (i) 78,461,538 common shares in the capital of the Company (the ?Base Share Consideration?); (ii) a cash payment of $4,000,000 (the ?Closing Cash Payment?); and (iii) promissory notes to be issued by the Company to the Sellers in the aggregate principal amount of $5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. The total consideration is valued at approximately $48.9 million. The Purchase Agreement contemplates that VidaCann will continue to have $3,000,000 of bank indebtedness and $1,500,000 or less of related party notes to former VidaCann owners at the time of closing. Pursuant to the Purchase Agreement, 1,307,698 shares comprising the Base Share Consideration will be issued to VidaCann?s industry advisor, 9496 7346 Quebec Inc. on closing. The proposed transaction is an arm?s length transaction. Post-transaction, the former equityholders of VidaCann, along with the VC Advisor, will have approximately 26.09% pro forma ownership in Planet 13 on a fully diluted basis, before factoring in any adjustments to the Base Share Consideration. All shares issued by the Company will be subject to resale restrictions under applicable U.S. and Canadian securities laws. Furthermore, each Seller and each equityholder of a Seller that holds over 5% in direct or indirect interest in VidaCann and receives Base Share Consideration will be subject to a lock-up agreement restricting trading of the shares received, with the release of one-third of shares from such restrictions six months following closing and each subsequent six months thereafter.

The proposed transaction is expected to close in, or immediately prior to, the first quarter of 2024, subject to customary closing conditions, including the receipt of approval from the applicable state cannabis regulators and the sale of the Company's Medical marijuana Treatment Center license in Florida to a third party, including any regulatory approvals required to effectuate the sale. The terms of the proposed transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, the Board. The Board has received a fairness opinion from Evans & Evans, Inc. The proposed transaction has been unanimously approved by the Board of Planet 13 and the managers of VidaCann. Canaccord Genuity Corp. is acting as financial advisor to Planet 13 and Cozen O?Connor P.C. and Wildeboer Dellelce LLP are acting as U.S. and Canadian legal advisor, respectively. Evans & Evans provided a fairness opinion to the Board. 9496 7346 Quebec Inc. is acting as financial advisor to VidaCann and Cobb Cole, P.A. is acting as U.S. counsel.