YourWay Cannabis Brands Inc. (CNSX:YOUR) entered into a definitive arrangement agreement to acquire Ionic Brands Corp. (CNSX:IONC) from Lobe Sciences Ltd. (CNSX:LOBE), Ionic Brands' officers, directors and other shareholders for CAD 2.2 million on April 20, 2022. YourWay has entered into voting support agreements with certain of Ionic Brands' directors, officers and significant shareholders, together holding (i) at least 21.66% of the outstanding Ionic Brands Shares and Series D preferred shares of Ionic Brands, (ii) approximately 70.57% of the outstanding Series D preferred shares of Ionic Brands, and (iii) 100% of the outstanding Series E preferred shares of Ionic Brands, pursuant to which they have agreed, among other things, to vote their shares in favor of the transaction, the Series D Amendment and the Series E Amendment, as applicable. The transaction will require the approval of: (i) 66% of the votes cast by the holders of Ionic Brands Shares and the Series D preferred shares of Ionic Brands, voting together as a single class, on the transaction, (ii) a simple majority of the votes cast by the holders of Ionic Brands Shares and the Series D preferred shares of Ionic Brands, voting as a single class after excluding any votes of "related parties" and "interested parties" and other persons required to be excluded under Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, on the Transaction, (iii) 66% of the votes cast by the holders of the Series D preferred shares of Ionic Brands on an amendment to the articles of Ionic in order to remove the dividend entitlement for the holders of the Series D preferred shares (the "Series D Amendment"), and (iv) 66% of the votes cast by the holders of the Series E preferred shares of Ionic Brands on an amendment to the articles of Ionic in order to remove the dividend entitlement for the holders of the Series E preferred shares (the "Series E Amendment"), all at a special meeting to consider the Transaction expected to take place in June 2022. In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals including, but not limited to, CSE approval and the satisfaction of certain other closing conditions, including the Series D Amendment, the Series E Amendment and various amendments to the terms of Ionic Brands outstanding convertible debentures. The arrangement agreement includes customary provisions, including non-solicitation, "fiduciary out" and "right to match" provisions as well as a termination fee payable by Ionic Brands to YourWay in certain specified circumstances. Ionic Brands shall pay to YourWay Cannabis a termination fee of CAD 170,000.

Assuming timely receipt of all necessary court, shareholder, regulatory and other third-party approvals and the satisfaction of all other conditions. The transaction was approved by the Board of Directors of each of YourWay and Ionic Brands, and the Ionic Brands Board of Directors unanimously recommends that Ionic Brands shareholders vote in favor of the transaction. As of July 8, 2022, the special meeting of shareholders of IONIC (the “Meeting”) for the approval of the transaction was postponed until the cease trade order (the “CTO”) issued on May 9, 2022, by the British Columbia Securities Commission against YourWay is revoked. The closing of the transaction is expected to occur in the third quarter of 2022.

LUI, Inc. provided the Ionic Brands Board of Directors with an opinion, dated April 19, 2022, to the effect that, as of the date of such opinion, the consideration payable pursuant to the transaction is fair, from a financial point of view to the Ionic Brands shareholders, in each case, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinions. LUI, Inc acted as financial advisor to Ionic. Jamie Litchen and Jonathan Sherman of Cassels Brock & Blackwell LLP acted as legal advisor to YourWay. Desmond Balakrishnan of McMillan LLP acted as legal advisor to Ionic Brands. Olympia Trust Company acted as depositary.