ICC International Cannabis Corp. (CNSX:WRLD.U) entered into a letter of intent to acquire 49.9% stake in Maricann B.V. from Wayland Group Corp. (CNSX:WAYL) for approximately CAD 150 million on January 15, 2019. ICC International Cannabis Corp. (CNSX:WRLD.U) entered into a definitive agreement to acquire 49.9% stake in international portfolio assets from Wayland Group Corp. (CNSX:WAYL) for approximately CAD 150 million on April 22, 2019. Total consideration consists of 300 million shares of ICC. ICC shares distributed to Wayland shareholders will be subject to six months from holding period. Wayland's international business will be reorganized and held in a subsidiary which will be jointly owned by Wayland and ICC, the jointly owned international subsidiary will include key management from Wayland. Wayland will retain the right to appoint the Board of Directors and management of the Wayland international subsidiary. ICC will gain access to Wayland's German advisory board. Wayland announced that Matthew McLeod, the current General Counsel and Vice President Operations and Compliance, has been appointed as President effective immediately.

The transaction is subject to conditions including the resolutions of the directors of Wayland approving the transaction, Wayland and ICC each receiving fairness opinions, the completion of a reorganization of Wayland's international assets, a counterpart to the deed of transfer duly executed, a counterpart to the pledge agreement duly executed, counterparts to the escrow agreement duly executed, a counterpart to the supply and distribution agreement duly executed, a counterpart to the ICC investor rights agreement duly executed, counterparts to Maricann shareholders' agreement duly executed by Wayland and Maricann, key regulatory approvals shall have been duly obtained, ICC shareholder approval, third party consents and notices, the ICC Board resolutions approving the transaction, ICC shall have taken all steps necessary to cause the due and valid appointment of the Wayland Nominee as a Director of ICC and the ICC Board shall at such time comprise not more than six directors, third party consents and notices, common shares of ICC shall continue to be listed for trading on the CSE, Wayland shall have completed its legal and financial and operational due diligence investigation of ICC. The transaction is expected to close on or about March 1, 2019. As of May 21, 2019 the transaction will close on May 24, 2019.

Osler, Hoskin & Harcourt LLP acted as legal advisor in the transaction. Loyens & Loeff N.V. acted as legal advisor to Wayland Group Corp. Jeff Lightfoot of Owen Bird Law Corporation acted as legal advisor to ICC. RwE Growth Partners, Inc. acted as financial advisor to ICC. John Emanoilidis and Kevin Armitage of Torys LLP acted as legal advisors to Canaccord Genuity as part of the transaction and Canaccord Genuity acted as financial advisor to Wayland Group.

ICC International Cannabis Corp. (CNSX:WRLD.U) cancelled the acquisition of 49.9% stake in Maricann B.V. from Wayland Group Corp. (CNSX:WAYL) on November 13, 2019. ICC International Cannabis Corp., agreed to terminate the transactions relating to the purchase of Wayland Group Corp.'s (“Wayland”) international portfolio of cannabis assets, licenses and operations pursuant to a termination agreement dated October 11, 2019. Pursuant to the Termination Agreement, ICC will relinquish its right to acquire Wayland's international asset portfolio and Wayland will return the 246.6 million common shares in the capital of ICC it previously received pursuant to the definitive agreement between both parties dated April 22, 2019. The Termination Agreement also provides that Wayland will retain certain assets previously transferred from Wayland to ICC, together with a mutual release.