Item 1.01 Entry into a Material Definitive Agreement

On January 18, 2021, CannaPharmaRx, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "PSA") for a certain property in Saskatchewan, Canada. Pursuant to the PSA, the Company has entered into a definitive agreement to purchase certain assets including the title to related fee simple lands and facility required for the cannabis cultivation and production business, located at and operated out of Saskatoon, Saskatchewan. The transaction, subject to certain closing conditions, is scheduled to close in February 2021.

The Company is purchasing the facilities, free and clear of all encumbrances other than those agreed to in the Purchase and Sale Agreement. The 97,000 square foot facility is capable of producing 4,000 kilograms of cannabis biomass per year. The facility currently holds Health Canada licenses for cultivation and sales of medical dried flower sale, as well as extract and product sales. The facility is a fully operational cultivation, extraction and R & D entity that also contains space leased to its genetics partnership. The Company will apply to Health Canada for its own licensing approvals for all cannabis related activities.

The Company will pay the "Purchase Price" for the facility which means the sum of: (i) $12,000,000 and (ii) the Purchaser's Share of the Option Purchase Price, not including Goods and Services Tax. The payment schedule for the Purchase Price will be a deposit of $100,000 paid on execution of the PSA, the $5,900,000.00, plus 50% of the Purchaser's Share of the Option Purchase Price, plus the deposit, together with any Goods and Services Tax thereon, subject to adjustments as hereinafter described, shall be paid to the Seller's solicitor on or before the Closing Date; then $3,000,000 plus the remaining 50% of the Purchaser's Share of the Option Purchase Price, together with any Goods and Services Tax thereon, shall be paid within 3 Business Days of the Cultivation Licensing Approval Date; and then $3,000,000, together with any Goods and Services Tax thereon, shall be paid within 3 Business Days of the Processing Licensing Approval Date. All denomination of dollars in this Form 8-K are in Canadian Dollars.

The material the terms of the PSA are included in that certain Press Release attached hereto and incorporated herein as if set forth as Exhibit 99.1.

The Company is seeking Confidential Treatment of the PSA from the Securities and Exchange Commission and has therefore withheld the PSA at this time.

Item 7.01 Regulation FD Disclosure

Attached is a copy of a press release being issued by the Company relating to the PSA, a copy of which is attached as Exhibit 99.1 and is hereby incorporated.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Number   Exhibit
99.1       Press release titled "CannaPharmaRx, Inc. Announces the Acceptance of
         its Offer to Purchase Assets and Facilities Located in Saskatoon,
         Saskatchewan", dated January 28, 2021










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