iAnthus Capital Holdings, Inc. (CNSX:IAN) entered into an agreement to acquire MPX Bioceutical Corporation (CNSX:MPX) for approximately CAD 520 million on October 18, 2018. As part of the agreement, MPX shareholders will be entitled to receive 0.1673 common shares of iAnthus for each common share of MPX held, representing a consideration of approximately CAD 1.28 per MPX common share, a premium of 30.6% based on the closing price of iAnthus and MPX common shares. In addition, each MPX shareholder will receive common shares of the newly formed MPX International which will hold all of the non-U.S. All outstanding convertible debentures of MPX shall be converted into MPX shares and warrants and all of MPX convertible loans shall be converted into MPX shares businesses of MPX. MPX International will apply to list on the Canadian Securities Exchange (the “CSE”) with the listing to occur contemporaneously with closing of the transaction. The agreement provides that MPX is subject to non-solicitation provisions and provides that the special committee of MPX may, under certain circumstances, terminate the arrangement in favour of an unsolicited superior proposal, subject to a termination fee of CAD 25 million to iAnthus and subject to a right to match the superior proposal. Upon completion of the transaction, the Board of Directors of the combined company will be increased to 7 Directors, with 3 Directors being nominated by MPX. Beth Stavola, Chief Operations Officer of MPX, will become Chief Strategy Officer and Director of the resulting company.

The transaction is subject to approval of at least 66 2/3% of the votes cast by MPX shareholders at a special meeting expected to take place on January 15, 2019. Closing remains subject to court approval, the approval of the CSE, limitation to dissenters' rights, approval of new shares on the exchange, antitrust approval, applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The Board of Directors of both iAnthus and MPX, have unanimously approved the transaction. Directors and officers of iAnthus and MPX have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the agreement. The Board of Directors of MPX has acted on the unanimous recommendation of the special committee comprised solely of independent Directors. As of December 10, 2018, MPX was granted an interim order from the Supreme Court of British Columbia authorizing various matters, including the holding of a special meeting of MPX security-holders to consider the merger. As of December 20, 2018, the transaction got antitrust approval. As of January 15, 2019, the shareholders of MPX Bioceutical Corporation approved the deal. As of January 18, 2019, the transaction was approved by the Supreme Court of British Columbia. The acquisition is expected to be completed in January 2019. As of December 12, 2018, the deal is expected to close on January 30, 2019. As of January 31, 2019, the transaction is expected to close on or before February 5, 2019.

GMP Securities L.P. acted as exclusive financial advisor and fairness opinion provider to the Board of Directors of iAnthus. James Munro and Paul Barbeau of McMillan LLP acted as legal advisors to the iAnthus. Echelon acted as the exclusive financial advisor and fairness opinion provider to the special committee of the Board of Directors of MPX. Jay C. Kellerman, Amanda Linett, Marshall Eidinger and Martyna Wolska, John Lorito and Lindsay Gwyer, Larry Cobb, Neil Shapiro, Alexa Peng, Nancy Ramalho, Lucy Carruthers, Allyson Marta, Michael Kilby, Ryan Sheahan, Mohamed Abdel Hadi, Jenna Glicksman, Brett Zeggil and Malcom Peck McQueen of Stikeman Elliott LLP acted as legal advisors to MPX Bioceutical in the transaction. Computershare Trust Company of Canada and AST Trust Company (Canada) acted as transfer agent to MPX Bioceutical. Laurel Hill Advisory Group, LLC acted as information agent and will be paid a fee of CAD 40,000.

iAnthus Capital Holdings, Inc. (CNSX:IAN) completed the acquisition of MPX Bioceutical Corporation (CNSX:MPX) on February 5, 2019. As a result of this transaction, all Directors and Officers of MPX resigned and MPX is now a wholly-owned subsidiary of iAnthus. Current Board members Hadley Ford, Randy Maslow, Julius Kalcevich and Paul Rosen will be joined by MPX's nominees Robert Petch, Elizabeth Stavola, and Robert Galvin. Dr. Richard Boxer has resigned from the Board of Directors of iAnthus to make way for one of MPX's nominees and will remain with iAnthus in the role of Chief Medical Officer.