James E. Wagner Cultivation Ltd. (JWC) entered into a letter of intent to acquire AIM1 Ventures Inc. (TSXV:AIMI.P) (AIM1) in a reverse merger transaction on January 4, 2018. The parties entered into a business combination agreement regarding the reverse merger on April 4, 2018. In connection with the transaction, AIM1 will consolidate shares on a 7.5 for 1 basis. The transaction is structured as the acquisition by AIM1 of JWC such that JWC shareholders will receive common shares of AIM1 on the basis of 1 AIM1 share for each one JWC share held, assuming completion of the consolidation. AIM1 will issue a total of 328.84 million shares of its common stock on a pre-consolidation basis to the holders of JWC shares in exchange for JWC common shares and an additional 56.72 million options, warrants and other convertible securities into AIM1 shares to certain security holders of JWC. As per the terms of the agreement, AIM1 will effect a consolidation of its outstanding common shares on a 4.84752803 to 1 basis, resulting in an aggregate of approximately 1,954,914 post-consolidation common shares of AIM1. In addition, prior to the completion of the transaction, JWC shall complete a split of the common shares in the capital of JWC on a 1 to 269.565217 basis, resulting in an aggregate of approximately 68,429,939 post-share split common shares of JWC. Pursuant to the agreement, JWC shall use reasonable commercial efforts to complete a brokered private placement financing of a minimum of 15,217,392 subscription receipts of JWC (at a price of CAD 1.15 per Subscription Receipt for minimum aggregate gross proceeds of CAD 17.5 million. Pursuant to the agreement, JWC shareholders shall receive 1 common share in exchange for each JWC share held (on a post-consolidation and post-share split basis. Upon completion of the transaction and without giving effect to the financing, AIM1 shareholders will hold approximately 1,954,914 common shares of the resulting issuer while JWC shareholders will own approximately 68,429,939 resulting issuer shares. Former holders of AIM1 securities convertible into common shares will hold securities entitling them to acquire an additional 283,526 resulting issuer shares and the former holders of JWC securities convertible into JWC shares shall receive securities entitling them to acquire 11,701,556 resulting issuer shares. AIM1 will change its name to "James E. Wagner Cultivation Corporation" or such other name as determined by JWC. Following completion of the transaction, the resulting issuer will commence trading on the TSXV under the stock symbol "JWCA". If the transaction is completed, it is anticipated that the Board of Directors of the combined public company will consist of five Directors, each of whom will be nominated by JWC. The new Directors will appoint the executive officers of JWC. Nathan Woodworth will serve as President, Chief Executive Officer and Director of the resulting issuer. James den Ouden will take over as Chief Financial Officer, Adam Woodworth will serve as Chief Operating Officer, Krysta Woodworth will become Chief Administrative Officer, Dan Bexon will take over as Chief Information Officer, Laura Foster will take over as Chief Compliance Officer and Director, William Werth will take over as Chief Technology Officer, Erik Fletcher will serve as Chief Marketing Officer while Philip Armstrong and Peter Kampian will each become a member of the Board of Directors. Acquisition is subject to entering into a definitive business combination agreement, completion of customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, TSX Venture Exchange approval, compliance with all applicable regulatory requirements, all requisite shareholder approvals, consummation of the private placement financing, entering into of escrow agreement by applicable holders of resulting issuer shares, completion of the JWC share split, receipt of a favorable legal opinion by JWC with respect to the combination and not more than 5% of JWC shareholders having dissented in connection with the resolutions related to the transaction. The transaction requires approval of AIM1 shareholders with respect to the consolidation and name change and approval of JWC's shareholders with respect to the share split and the amalgamation that will facilitate the completion of the transaction. AIM1 intends to make an application to the TSXV for an exemption from sponsorship requirements. On March 28, 2018, AIM1 shareholders approved the name change and consolidation at a special meeting. As of May 29, 2018, AIM1 Ventures received conditional approval from the TSX Venture Exchange. The transaction is expected to be completed on or about May 7, 2018. As of May 29, 2018, the transaction is expected to be completed on or before June 6, 2018. Sanjay Joshi and Russel Drew from DLA Piper (Canada) LLP acted as legal advisors to JWC. Kris Miks from Dentons Canada LLP acted as legal advisor to AIM1. TSX Trust Company served as the transfer agent for AIM1 in connection with the deal.