Scope Carbon Corp. (CNSX:SCPE) entered into a non-binding letter of intent to acquire Farm Flight, INC for $17.7 million on April 24, 2023. The Exchanged Shares, in addition to being subject to a four month hold, will be subject to a lock-up agreement which provides that 20% of the Exchanged Shares will be released 36 months after the completion of the Transaction, and thereafter release 20% of the Exchanged Shares in subsequent six month intervals until 100% of the Exchanged Shares are released.

Scope will acquire all of the issued and outstanding shares of Farm Flight in exchange for approximately 12,351,662 common shares of Scope. Sam Baker, the Chief Executive Officer of Farm Flight, will be appointed Chief Executive Officer and President of the Company upon completion of the transaction. In connection with the Transaction, it is expected that each of Farm Flight?s option holders and share purchase warrant holders will enter into an option surrender and cancellation agreement, and a warrant surrender and cancellation agreement, respectively.

The Company and Farm Flight also anticipate restructuring certain indebtedness of Farm Flight into mutually satisfactory terms. The parties also intend that three existing board members of Farm Flight will be appointed to the board of the company. The transaction is subjected the fulfillment of due diligence, definitive agreements, approval of Farm Flight's shareholders and the approval of both of the participants' board of directors.