Biotech, Inc. entered into a non- binding letter of intent to acquire Pinedale Energy Limited (TSXV:MCF) for CAD 29.4 million in a reverse merger transaction on May 19, 2020. Flavocure Biotech, Inc. entered into a definitive merger agreement to acquire Pinedale Energy Limited in a reverse merger transaction on October 6, 2020. The merger will include issuance of 73.4 million resulting issuer shares at a deemed price of CAD 0.40 per share for aggregate deemed consideration of approximately CAD 28.9 million, not including the resulting issuer shares issuable pursuant to the private placement. Pursuant to the merger agreement, Pinedale is required to implement a 10:1 consolidation of its outstanding common shares. Pinedale has cancelled all outstanding stock options as required by the letter of intent. The shareholders of Flavocure will receive post-consolidation common shares of the resulting issuer based upon the exchange ratio, which is 65 post-consolidation common shares for each share of common stock of Flavocure. The parties entered into first amendment on January 31, 2021, and second amendment agreement on April 1, 2021. In a related transaction, Pinedale has also entered into a share transfer and assignment agreement dated May 20, 2020 with 0970831 B.C. Ltd., Brad Windt and Don Sharpe pursuant to which Brad Windt and Don Sharpe have agreed to assign promissory note pursuant to which Pinedale owes CAD 2.9 million to them, from Pinedale to 0970831 B.C. Ltd and to acquire 0970831 B.C. Ltd for nominal consideration. Flavocure will consider implementing a non-brokered private placement and/or a brokered private placement before completion of the transaction in an aggregate amount of up to approximately $3 million (CAD 4.2 million). As of October 6, 2020, Pinedale entered into an engagement letter with Leede Jones Gable Inc. in respect of a proposed offering by Pinedale of subscription receipts pursuant to which Pinedale will raise gross proceeds of up to $3 million (CAD 4.2 million). As of June 18, 2021, Pinedale intends to complete a non-brokered and a brokered private placement in the aggregate of at least 9.5 million common shares in the capital of Pinedale, at a price of CAD 0.40 per common share, for aggregate gross proceeds of a minimum CAD 3.8 million. Upon completion, the former shareholders of Flavocure will own the majority of the shares of the combined company on a fully diluted basis. The combined company will continue to carry on the business of Flavocure, and is expected to change its name to Flavocure Biotech Inc. (which has already been approved by the shareholders of Pinedale). The combined company is expected to be listed on the TSX Venture Exchange as a Tier 2 issuer.

On completion, there will be four directors of the resulting issuer, all of whom will be nominated by Flavocure. It is also contemplated that the existing management of Pinedale will resign, and will be replaced by existing management of Flavocure. Brad Windt has resigned as the President and Chief Executive Officer and a director of Pinedale. Chris Schultze has resigned as a director and Chief Operating Officer and Barry Loughlin has resigned as Chief Financial Officer of Pinedale. Scott Young has been appointed as a director and Claus Andrup has been appointed as a director and Interim Chief Executive Officer and Chief Financial Officer of Pinedale. Upon closing, it is anticipated that the directors and officers of the resulting issuer will include Henry L. C. Lowe as Director; Clark L. Swanson as Director and Executive Vice Chairman; Philip J. Fagan, Jr. as Director, Chris Wolfenberg as Director; Anthony Deasey as Chief Financial Officer and Ngeh Toyang as Director and Chief Executive Officer.

The transaction is subject to a number of conditions including, but not limited to, approval by the shareholders of Flavocure and Pinedale, receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the TSX-V, the satisfaction by each party of the due diligence investigations to be undertaken by each party, the execution of the definitive agreement, closing conditions customary and approvals of all regulatory bodies having jurisdiction in connection with the transaction. An annual general and special meeting of Pinedale to approve the transaction will be held on July 20, 2020. TSX Venture Exchange conditionally approved the transaction on June 18, 2021. The approval by the shareholders of Pinedale is not required under Exchange policies. Computershare Trust Company of Canada acted as registrar to Pinedale. Fasken Martineau DuMoulin LLP acted as legal advisor to Flavocure.

Flavocure Biotech, Inc. cancelled the acquisition of Pinedale Energy Limited (TSXV:MCF) in a reverse merger transaction on February 17, 2022. Pinedale Energy received formal notice that Flavocure Biotech, Inc. had terminated the agreement with respect to a proposed business combination between Pinedale Energy and Flavocure.