420 Investments Ltd. entered into a letter of intent to acquire Trees Corporation (NEOE:TREE) from a group of shareholders in a reverse merger transaction on February 16, 2023. 420 Investments Ltd. entered into a business combination agreement to acquire Trees Corporation from a group of shareholders in a reverse merger transaction on July 12, 2023. Each of the Class A common shares in the capital of 420 will be cancelled and, in consideration for such 420 Shares, each 420 shareholder will receive one (1) Resulting Issuer Share and one (1) Series B Preferred Share. The amalgamated company resulting from the completion of the Transaction (the ?Resulting Issuer?) will be named ?420 Investments Ltd.? Subject to the approval of Cboe Canada, the common shares of the Resulting Issuer will be listed on Cboe Canada under a new trading symbol to be determined by 420. Prior to the Closing and subject to obtaining the required approval of the Trees Shareholders, the Trees Shares will be consolidated on such ratio as is required for Trees Shareholders to hold 20.65% and 420 Shareholders to hold 79.35% of the issued and outstanding Resulting Issuer Shares immediately following Closing. Upon Closing and subject to prior acceptance by Cboe Canada, it is expected that the board of directors of the Resulting Issuer will consist of eight directors, of which up to seven directors will be nominated by 420 and one director will be nominated by Trees.

Trees will seek the approval of the Shareholders for the Transaction and 420 shall seek the approval of the 420 Shareholders for the Transaction and the continuation by 420 under the CBCA. The Closing of the Transaction is subject to the satisfaction of various conditions precedent, including but not limited to, Cboe Canada will have conditionally approved the listing of the Resulting Issuer Shares, Trees and 420 having each obtained all necessary approvals, including of its board of directors and shareholders and of the regulatory authorities, as applicable and in accordance with applicable corporate legislation, for the Business Combination Agreement and the transactions contemplated thereby; the completion of the Concurrent Financing, 420 Dissent Rights will not have been exercised in respect of a total number of 420 Shares exceeding 10% of the Resulting Issuer; shares outstanding upon completion of the Business Combination and the Trees Debt Conversion, the directors, officers and certain significant shareholders of each of Trees and 420 entered into support agreements, pursuant to which such parties have agreed to vote in favour of the Transaction contemplated by the Business Combination Agreement at the meetings of the shareholders of Trees and 420, respectively.

Odyssey Trust Company acted as depositary to Trees Corporation. Peter Volk of Wildeboer Dellelce LLP acted as legal advisor to Trees. Gordon Cameron of McCarthy Tétrault LLP acted as legal advisor to 420 Investments.