HAVN Life Sciences Inc. (CNSX:HAVN) entered into a definitive agreement to acquire Spore Life Sciences Inc. from from a group of shareholders for CAD 45.7 million on December 17, 2021. The holders of common shares of Spore (the "Spore Shares") shall receive an aggregate of 95,000,000 common shares of the HAVN Life for the Spore Shares issued and outstanding prior to closing, following which all such Spore Shares shall be cancelled. In addition, HAVN Life has agreed to issue up to CAD 11 million worth of common shares to the former shareholders of Spore, and up to CAD 19 million worth of common shares to certain consultants that will join HAVN Life upon completion of the Acquisition as follows in the event the following milestones are achieved: CAD 10 million worth of Milestone Shares upon Spore achieving at least CAD 3 million in revenue per month for any three consecutive months within 30 months following the completion of the Amalgamation; if the Earn-Out Milestone in (a) is achieved, CAD 10 million worth of Milestone Shares upon Spore achieving at least CAD 5 million in revenue per month for any three consecutive months within 30 months following the completion of the Amalgamation; and if the Earn-Out Milestone in (b) is achieved, CAD 10 million worth of Milestone Shares upon Spore achieving at least CAD 7 million in Revenue per month for any three consecutive months within 30 months following the completion of the Amalgamation. The Consideration Shares issued to the remaining shareholders of Spore shall be locked up for a period of four months following the completion of the Amalgamation. The closing of the Acquisition is subject to a number of conditions including, without limitation: (i) receipt of all required regulatory and third-party consents, including the requisite approval of the shareholders of Spore under the Business Corporation Act (Ontario) and satisfaction of other customary closing conditions. Deepak Gill of Cassels Brock & Blackwell LLP acted as legal advisor to HAVN Life Sciences Inc.

HAVN Life Sciences Inc. (CNSX:HAVN) cancelled the acquisition of Spore Life Sciences Inc. from from a group of shareholders on February 22, 2022.