Mota Ventures Corp. (CNSX:MOTA) entered into a letter of intent to acquire StillCanna Inc. (CNSX:STIL) for CAD 27.4 million on February 25, 2020. Under the terms of the transaction, shareholders of StillCanna would receive 1 common share of Mota Ventures for every 1.8 common shares of Stillcanna, based on which Mota Ventures would issue approximately 61.6 million common shares to the shareholders of StillCanna. Upon completion, all outstanding incentive stock options of Stillcanna will be exchanged for options to purchase Mota shares on the basis of the exchange ratio and all unexercised share purchase warrants of Stillcanna will be exchanged for warrants to purchase Mota shares on the basis of the Exchange Ratio. The transaction does not constitute a reverse takeover of Mota Ventures, and there will be no change to the management and Board of Directors of Mota Ventures. Members of the management and the Board of Directors of StillCanna will continue to assist in relation to the management of StillCanna's business.

The transaction is subject to completion of due diligence, negotiation of definitive, legally-binding documentation, receipt of regulatory and court approvals, approval of the Stillcanna shareholders, receipt of a satisfactory fairness opinion in respect to the transaction, Stillcanna having arranged to amend the terms of certain existing employment and consulting engagements, shareholders of Stillcanna holding at least 40 million of the outstanding share capital of Stillcanna having agreed to the terms of a pooling arrangement restricting their ability to trade one-half of the Mota shares they receive for a period of six months following completion of the transaction, Stillcanna having positive working capital of not less than CAD 6 million and Mota completing a private placement of units to raise gross proceeds of not less than CAD 5 million. The transaction has been unanimously approved by the Board of Directors of Mota and StillCanna.