VGAN Brands Inc. entered into a share exchange agreement to acquire LOOPShare Ltd. (TSXV:LOOP) in a reverse merger transaction for CAD 17.3 million on July 6, 2021. Under the terms of the transaction, LOOPShare Ltd. will acquire VGAN Brands and as consideration will issue its one share for each share of VGAN Brands. VGAN Brands has 34 million shares, 34 million warrants and 3 million options outstanding. The name of the Resulting Issuer will be "VGAN Brands Inc". LOOPShare Ltd. intends to change its business to become a foods products company focused on production and distribution of healthy, gluten-free and plant-based foods products through the transaction. LOOPShare Ltd. intends to apply to list its common shares on the Canadian Securities Exchange and delist from the TSX Venture Exchange. The delisting from the TSX Venture Exchange will be completed prior to the completion of the transaction. In connection with the transaction, LOOPShare Ltd. will list its common shares on Canadian Securities Exchange under the ticker VGAN.

The transaction is subject to the receipt of regulatory approvals, corporate approvals, due diligence investigations, approval of shareholders of VGAN, the closing of a concurrent financing by VGAN, third party consents, VGAN having completed acquisition of NextJen, conditional approval of TSX Venture Exchange to delist its common shares from the Canadian Securities Exchange and approval from Canadian Securities Exchange to list them and VGAN shall have completed a financing for aggregate gross proceeds of not less than CAD 3 million and other conditions customary. As of October 25, 2021, LOOPShare has received conditional approval from the Canadian Securities Exchange to list the shares of LOOPShare for trading on the CSE. As of November 4, 2021, VGAN has satisfied the last material condition to closing of the transaction by completing a concurrent financing of units for gross proceeds of CAD 4.8 million. The Good Flour Corp has completed its name change from LOOPShare Ltd. to The Good Flour Corp. The Good Flour expects a commencement of trading on the Canadian Securities Exchange at open of market on November 8, 2021 under the symbol GFCO. The Good Flour anticipates closing the transaction on November 5, 2021. DLA Piper (Canada) LLP acted as legal advisor to VGAN.

VGAN Brands Inc. completed the acquisition of The Good Flour Corp. (CNSX:GFCO) in a reverse merger transaction on November 5, 2021. Pursuant to the transaction, the LOOPShare issued 60,075,000 class “A” shares in the capital of the LOOPShare in exchange for the common shares of VGAN Brands. Effective at the opening of November 8, 2021 the Shares commenced trading on the Canadian Securities Exchange under the symbol “GFCO”.