2590672 Ontario Inc. (‘City View’) entered into a non-binding letter of intent (‘LOI’) to acquire Icon Exploration Inc. (TSXV:IEX.H) (‘Icon’) in a reverse merger transaction on January 22, 2018. Pursuant to the LOI, Icon will issue approximately 106 million common shares and 10 million incentive stock options to City View shareholders. In the event City View completes an equity raise of up to CAD 2 million prior to closing of the transaction, then Icon may issue up to an additional 21.2 million Icon shares to City View shareholders pursuant to the interim financing. Post transaction, City View shareholders will hold approximately 76.92% stake of the combined company and current Icon shareholders will hold the remaining 23.08% stake. 2590672 Ontario Inc. signed a share purchase agreement to acquire Icon Exploration Inc. (TSXV:IEX.H) in a reverse merger transaction on November 7, 2018. Pursuant to the Share Exchange Agreement ("SEA"), Icon and City View Green will complete a business combination by way of share exchange between Icon and all of the shareholders of City View Green, whereby CVG will become a wholly owned subsidiary of Icon. On closing of the Proposed Transaction, Icon will issue 10.6 Icon common shares for every issued common share of CVG (the "CVGShares"). In addition, all outstanding incentive options of CVG (the "CVGOptions") will be cancelled and Icon will issue 5 Icon incentive options, each of which is exercisable for a period of five years, for each CVG Option so cancelled. Upon completion of the Proposed Transaction, it is estimated that there will be approximately 227,730,083 Icon Shares issued and outstanding immediately following closing of the Proposed Transaction (253,750,732 Icon Shares on a fullydiluted basis) with City View Green shareholders holding approximately 86% of the then issued Icon Shares (or 85.1% of the Icon Shares on a fully-diluted basis) and current Icon shareholders holding approximately 14% of the then issued Icon Shares (or 14.9% of the Icon Shares on a fully-diluted basis). Upon completion of the transaction, the combined company intends to be listed on the Exchange as a Tier 2 Life Sciences Issuer with Icon transitioning from a resource company to a company carrying on business in the cannabis sector, constituting a change of business. City View may be liable to pay Icon a break fee equal to 10x the due diligence expenses expended by Icon in relation to its due diligence of City View, its business and assets and the proposed transaction, up to a maximum sum of CAD 0.5 million. Prior to signing of the definitive agreement, Icon and City View will determine any changes to Icon's Board and management that may be effected on closing of the transaction. As of December 17, 2018, the terms were amended and both the companies have agreed to reduce the exchange ratio relating to the number of Icon options to be issued to CVG optionholders at closing. Consequently, Icon will now issue 8 post-consolidation Icon common shares for every issued common share of CVG; and Icon will issue 4 Icon five-year incentive options for each outstanding CVG option that will be cancelled at closing. The parties now contemplate that on completion of the Proposed Transaction, Icon will issue approximately 150,595,112 post-consolidation common shares to the former CVG shareholders. At closing, Icon will also issue 11,173,332 post-consolidation incentive stock options (the "Icon Options"), 5,360,000 of which will be exercisable at a price of $0.25/share and 5,813,332 of which will be exercisable at a price of $0.75/share. Thereafter, upon completion of the Proposed Transaction, it is estimated that there will be approximately 177,041,583 post-consolidation common shares issued and outstanding immediately following closing of the Proposed Transaction (190,645,102 post-consolidation common shares on a fully-diluted basis) with CVG shareholders holding approximately 85.1% of the then issued shares (or 84.9% of the shares on a fully-diluted basis) and current Icon shareholders holding approximately 14.9% of the then issued shares (or 15.1% of the shares on a fully-diluted basis). Upon closing of the Proposed Transaction, Budd Hutt Inc. will become an insider of the Company in that it will own approximately 16.9% of the then issued shares of Icon (15.7% on a fully diluted basis) and Quinsam Capital Corporation, a public company listed on the CSE, will become an insider of the Company in that it will own approximately 14.7% of the then issued shares of Icon (13.7% on a fully diluted basis). It is anticipated that upon closing of the Proposed Transaction, the current directors of Icon, being Rob Fia, Joseph Heng and Stephen McNeill will remain directors of the resulting issuer. In addition, at closing, the current sole director and officer of CVG will resign and CVG's nominee, Tim Peterson, will then be added to the Board of Directors of Icon. It is further anticipated that upon closing of the Proposed Transaction, the current officers of Icon, being Rob Fia, Chief Executive Officer, and Joseph Heng, Chief Financial Officer and secretary, will remain the officers of the resulting issuer. The transaction is subject to the satisfaction of various conditions, including negotiation of final terms and execution of a definitive agreement, receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, issuance of the Access to Cannabis for Medical Purposes Regulations producer license to City View and the completion of satisfactory due diligence by each of Icon and City View on or prior to 10 business days from signing of the LOI. On May 3, 2018, Icon announced that the parties are in the final stages of completing their due diligence. As of December 17, 2018, the transaction is expected to close in early January 2019. The Company received conditional approval to list its common shares on the Canadian Securities Exchange (“CSE”) and anticipates to voluntarily delist its common shares from the TSX Venture Exchange. As of February 13, 2019, the transaction is expected to close on February 28, 2019. As of February 22, 2019, Icon Exploration requested that its common shares be voluntarily delisted from the TSX Venture Exchange. The common shares are expected to be delisted on or about February 27, 2019.