Honest Inc. signed a letter of intent to acquire Colson Capital Corp. (TSXV:COLS.P) in a reverse merger transaction on April 27, 2018. Honest Inc. entered into an agreement to acquire Colson Capital Corp. (TSXV:COLS.P) in a reverse merger transaction on September 17, 2018. All of the issued and outstanding common shares of Colson will be consolidated on a 11.5-for-1 basis, 7.2 million outstanding preferred shares of Honest will convert into common shares of Honest, CAD 10.97 million principal amount of Honest series A convertible notes will convert into Honest common shares on the basis of 1 Honest common share for each CAD 1.81 of outstanding principal amount of the series A1 notes and the interest thereon, in accordance with their terms, CAD 0.56 million principal amount of Honest series A2 convertible notes will convert into Honest common shares on the basis of 1 Honest common share for each CAD 1.84 of outstanding principal amount of the Series A1 Notes and the interest thereon, in accordance with their terms and the Honest common shares will be exchanged for Colson shares on a 1 for 1 basis. It is anticipated that an aggregate of 40.5 million Colson shares will be issued to Honest shareholders in exchange for their Honest common shares for total deemed consideration of CAD 93.2 million. In connection with the proposed transaction, Honest is planning to complete a financing to raise gross proceeds of up to a maximum of CAD 30 million, through a brokered private placement of Honest subscription receipts. Upon completion of the transaction, the combined entity will continue to carry on the business of Honest Inc. Honest Inc. expects to complete a private placement of Series A unsecured, 8% convertible notes for gross proceeds of up to CAD 11.50 million and concurrent financing of CAD 5 million. At closing, former Colson shareholders will hold approximately 1.77% of the common shares of Honest and former shareholders of Honest will hold approximately 98.23% of the common shares of Honest which will be 41.23 million. Upon closing, name of Honest Inc. will be “Honest Inc.”. Concurrent with the completion, it is expected that all directors and officers of Colson will resign and be replaced by Honest nominees. The directors, officers and insiders of Honest are expected to include Michael Dooma Wendschuh as Chief Executive Officer, Ira Levy as Senior Vice President Finance and Chief Financial Officer, Jennifer Dianne Thomas as Chief Legal Officer, Corporate Secretary and Director with John Nemanic, Hugo Alves, Ronan Levy and Kathia Cambron-Gagne as Directors. The transaction is subject to completion of concurrent financing of CAD 5 million, completion of the Private Placement, TSXV’s approval, parties successfully entering into a definitive agreement on or before August 31, 2018, customary due diligence, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, court, third-party, board and shareholder approvals of Colson and Honest being obtained. On June 28, 2018, shareholders of Colson approved the transaction and name change.