Tree of Knowledge Inc. entered into a letter of intent to acquire Courtland Capital Inc. (TSXV:CTD.H) (‘Courtland’) in a reverse merger transaction on January 12, 2018. The letter contemplates Courtland entering into a definitive agreement prior to January 25, 2018. On April 2, 2018, Tree of Knowledge and Courtland signed a definitive merger agreement pursuant to which Courtland will acquire all of the outstanding shares of Tree of Knowledge in exchange for shares of Courtland. Shareholders of Tree of Knowledge will receive 1.892 shares of the resulting issuer for each Tree of Knowledge share held. Pursuant to the transaction, former Tree of Knowledge shareholders will own approximately 93% of the outstanding shares of the resulting issuer following completion of the transaction. Post-acquisition, Brian Main (the Chairman, Chief Executive Officer and Director of Tree of Knowledge) will hold 12.5 million shares, Michael Caridi (President and Director of Tree of Knowledge) will hold 10.8 million shares, Scott Reeves (Partner at TingleMerrett LLP) will hold 0.01 million shares, Rick Grass will hold 0.001 million shares and Genarro Adamo will not hold any shares in the resulting issuer. In addition to the approximately CAD 0.3 million of working capital that the combined entity will have at the time of closing, Tree of Knowledge plans to conduct an equity financing of up to CAD 8.7 million ($7 million) by way of a private placement, which will be completed concurrently with the completion of the transaction. On February 23, 2018, Courtland Capital closed the issuance of CAD 0.36 million of principal amount of secured convertible debentures due February 22, 2019. Following completion of the transaction, Courtland will change its name to "Tree of Knowledge International Corp." or such other name as is approved by the Board of Directors. Tree of Knowledge may be liable to pay Courtland CAD 0.05 million and Courtland liable to pay to Tree of Knowledge CAD 0.1 million, if the transaction gets terminated under certain circumstances. The Board of Directors and management of the resulting issuer will consist of Brian Main as Chief Executive Officer, President and Director; Michael Caridi as Chairman and Director; Marco Guidi as Chief Financial Officer; Scott Reeves as Corporate Secretary and Director and Rick Grass and Genarro Adamo as Directors. Gene Maher and Kristian Norman, current Directors of Courtland, will be reappointed as Directors of the resulting issuer. Brian Main as President and Marco Guidi as treasurer until their respective successors have been duly elected or appointed. The transaction is subject to a number of conditions including but not limited to entering into of a definitive agreement, regulatory approval, the completion of due diligence, third party approvals, competition approvals, resignation of all Directors of Courtland from their offices effective as of the closing, Courtland shareholders holding no more than 10% of the outstanding Courtland shares exercising dissent rights in relation to the continuance, that have not been withdrawn as at the effective date, approvals of Tree of Knowledge and Courtland shareholders, consolidation of Courtland Capital common shares on a 49.16 for 1 basis, completion of a shares/convertible debt financing by Courtland Capital in the maximum amount of CAD 0.36 million, and the acceptance for listing on the Canadian Stock Exchange and the concurrent delisting from the TSX Venture Exchange of the common stock of the resulting issuer. On April 2, 2018, The Boards of Courtland and Tree of Knowledge unanimously approved the merger agreement. The transaction does not require expiration of any waiting periods or approvals for completion of the transaction. The shareholders of Courtland and Tree of Knowledge are expected to vote on the merger on or before May 2, 2018. Courtland shareholders approved the share consolidation on a 49.16 to 1 basis, and the continuation of the combined company from the laws of British Columbia under the Canada Business Corporations Act was on May 2, 2018. Tree of Knowledge shareholders approved the merger on May 18, 2018. On June 5, 2018, Courtland changed its name to Tree of Knowledge International Corp. The transaction was initially expected to close before the end of February 2018. As per an announcement made on March 1, 2018, the transaction is expected to close in mid-April 2018. As of April 3, 2018, the expected closing date of the transaction was revised to on or about May 7, 2018. Computershare Trust Company of Canada acted as registrar, depositary bank and transfer agent to Courtland.