North Star Holdings Inc. (?North Star?) entered into a binding letter of intent (?LOI?) to acquire Darelle Online Solutions Inc. (TSXV:DAR) (?DOSI?) in a reverse merger transaction on June 25, 2019. The transaction will be carried out by way of a plan of arrangement that would include the amalgamation of North Star with a wholly owned subsidiary of DOSI with North Star shareholders receiving 167,410,516 post consolidation common shares of DOSI representing 98.8% of the outstanding DOSI shares. The consideration shares held by the directors, officers, and insiders of North Star will be subject to escrow requirements by the applicable stock exchange. The existing DOSI shareholders will continue to hold shares representing a 1.2% interest on a post-consolidation basis. The final structure of the transaction is subject to satisfactory tax, corporate and securities law advice for both DOSI and North Star. In connection with the transaction, DOSI will distribute its interest in Darelle Media Inc. to the shareholders of DOSI with DOSI shareholders expected to receive one common share of Darelle Media for every DOSI share held. Immediately prior to closing of the transaction, DOSI shall have no outstanding indebtedness, liabilities or obligations, secured or unsecured, except for CAD 150,000 which shall be settled on the closing date through the issuance of shares of the combined company at a price per share equal to the price in the concurrent offering. On or before closing, North Star has agreed to make a cash payment of CAD 250,000 to Darelle Media in consideration of the issuance to the combined company of such number of common shares of Darelle Media as will constitute 17.5% of the issued and outstanding common shares of Darelle Media on a fully diluted basis on closing. North Star will make a non-refundable payment of CAD 50,000 to DOSI for the purpose of paying out-of-pocket expenses of the transaction and has agreed to bear the costs and expenses of all legal, auditing, and professional fees associated with the transaction. DOSI, with the assistance of North Star, has agreed to arrange a private placement offering of subscription receipts of DOSI in an amount to be determined by North Star and at a price to be determined. In connection with the transaction, DOSI will be required to, among other things: (i) change its name to a name determined by North Star; (ii) consolidate its current issued and outstanding common shares on a basis of one new post-consolidation common share for every 36.85407 pre-consolidation common share or such other ratio as determined; and (iii) if determined to be necessary by North Star upon receipt of final tax, corporate and securities law advice, create one or more new classes of shares convertible, exchangeable or redeemable for post-consolidation common shares of DOSI. with such rights and restrictions as agreed to by North Star and DOSI, in order to allow the combined company to retain ?foreign private issuer? status under applicable U.S. securities laws. DOSI intends to apply to the TSXV to have its common shares delisted from the TSXV before completion of the transaction. DOSI and North Star each agree that in the event the letter of intent is terminated for any reason other than a breach of the letter of intent, the non-breaching party or nonterminating party shall have the right to demand an amount of CAD 150,000 as a break fee. Upon completion of the transaction, the Board of the combined company will be comprised of five nominees of North Star, and Dean Bethune. Completion of the reverse merger is subject to a number of conditions, including completion of the private placement, receipt of shareholder approval of voluntary delisting of common shares, regulatory approvals, execution of related transaction documents, approval of the TSX Venture Exchange (?TSXV?) for the delisting of the common shares of DOSI from the TSXV, and conditional approval of the Canadian Securities Exchange to list the common shares of the combined company following closing. The transaction is expected to close on or before December 31, 2019. As of March 13, 2020, DOSI signed an agreement extending the terms of the letter of intent until June 25, 2020. On June 24, 2020, DOSI signed an agreement extending the terms of the letter of intent until September 30, 2020. As on December 13, 2020, Darelle Online Solutions signed an agreement extending the terms of the letter of intent until January 14, 2021. As on February 1, 2021, the Darelle signed an agreement extending the terms of the letter of intent until February 28, 2021. North Star Holdings Inc. cancelled the acquisition of Darelle Online Solutions Inc. (TSXV:DAR) in a reverse merger transaction on September 3, 2021.