Vejii Holdings Ltd. (CNSX:VEJI) entered into a share purchase agreement to acquire VEDGEco USA Inc. for $6.3 million on December 22, 2021. Pursuant to the terms of the Purchase Agreement, the Company will acquire 100% of the issued and outstanding shares of VEDGEco for a total purchase price of $6.2 million, payable as follows: (a) on the date of the closing of the Transaction the Company will issue such number of common shares of the Company with a deemed value of $3.5 million to the Vendors, as determined based on a price per Consideration Share of the greater of (i) CAD 0.35 per Consideration Share and (ii) the closing price of the Common Shares on the Canadian Securities Exchange on the date immediately preceding the announcement by the Company of the Transaction, converted into United States dollars at the Bank of Canada exchange rate on such date; and (b) earn-out payments up to a maximum of $2.8 million, payable in Common Shares, priced in the context of the market, to be issued to the Vendors upon VEDGEco meeting certain milestones as more particularly set out in the Purchase Agreement. The Consideration Shares and the Earn-Out Shares issued under the Purchase Agreement are subject to a statutory hold period of four months and one day, restrictions on transfer under applicable United States ("U.S.") securities laws and a contractual lock-up as set out in the Purchase Agreement.

Subject to compliance with applicable securities laws, 12.5% of the Consideration Shares and the Earn-Out Shares will be released from the Voluntary Lock Up on a quarterly basis for a period of 24 months from the date of issuance. VEDGEco's key personnel are expected to continue to run the operations of VEDGEco following closing of the Transaction. The Transaction is expected to drive synergies across purchasing, customer service, technology, and logistics for Vejii and VEDGEco.

The Transaction is subject to customary closing conditions and is expected to close on or around December 31, 2021.