MJAR Holdings, LLC entered into a binding letter of intent (‘LOI’) to acquire Sumtra Diversified Inc. in a reverse merger transaction on January 9, 2018. Under the terms of the LOI, on or prior to the closing, Sumtra shares will be consolidated on the basis of Sumtra valuation and the consideration shall be paid through the issuance of one post-consolidated share of Sumtra or equivalent value restricted voting share. MJAR shall use reasonable efforts to complete a brokered concurrent financing for CAD 30 million through the issuance of subscription receipts of an affiliate company. As of May 22, 2018, the LOI was amended to extend the time required to finalize the terms of the transaction and enter into the definitive agreement until June 30, 2018. MJAR Holdings, LLC entered into a definitive agreement to acquire Sumtra Diversified Inc. in a reverse merger transaction on September 7, 2018. Prior to the transaction, Sumtra has 6.2 million common shares issued and outstanding. Under the terms of the definitive agreement, Sumtra shares will undergo a consolidation on the basis of one post-consolidation Sumra share for every 31.5 Sumtra shares outstanding immediately before the consolidation. Additionally, and prior to the closing of the transaction, Sumtra shall make an offer to each MJAR’s Shareholder, to purchase all of their shares in consideration for the number of Sumtra Shares that is equal to the number of MJAR Shares held by such shareholder at the effective time of the transaction on a one to one basis, unless a shareholder makes an election to have their shares converted into Class A Shares of the combined entity, in which case each such electing shareholder will receive 1 Class A Share for every 1,000 MJAR Shares converted pursuant to the election. The Class A Shares will be convertible into MJardin Group Common Shares on a 1:1000 basis, subject to certain restrictions, and prior to conversion shall be entitled the vote on the same basis. Following the completion of the transaction, it is expected that there will be approximately 31.2 million Shares and 15,705 Class A Shares outstanding of the combined entity. Upon completion of the transaction, the combined entity will continue to carry on the business of MJAR and Sumtra will change its name to “MJardin Group, Inc.” and have its common shares delisted from the TSX Venture Exchange. Additionally, MJardin has also applied to have its common shares listed and posted for trading on the Canadian Securities Exchange ('CSE') upon completion of the transaction. In case of termination of the transaction, MJAR shall pay CAD 0.2 million to Sumtra as a break fee. On or prior to the closing, the Board of Directors of Sumtra will be reconstituted and is expected to consist of five directors, Rishi Gautam, Roman Kocur, James Lowe, Graham Marr and John Travaglini, who shall be nominated by the MJAR, subject to the approval of the Canadian Stock Exchange. Rishi Gautum will be appointed as Chief Executive Officer and Art Brown will be appointed as Chief Financial Officer of the resulting issuer. The closing is subject to the execution of definitive documentation, the completion of due diligence, and the receipt of all necessary regulatory approval, name change of Sumtra, delisting of Sumtra shares and the approval of the CSE for the listing of MJardin shares, Sumtra having have a minimum cash balance of CAD 0.1 million or lower, approval of the Board of Directors and shareholders of each of Sumtra and MJAR, third party consents and approvals, completion of concurrent financing and completion of transaction on a tax-neutral basis for all current shareholders of MJAR, except for those shareholders resident in California. Sumtra will schedule a special meeting of its shareholders in October 2018, for the purpose of approval of the transaction. The transaction is expected to close in or around April 2018. As of May 24, 2018, the transaction is expected to close in or around September 2018. As of September 10, 2018, the transaction is expected to close no later than November 30, 2018. Brian Pukier of Stikeman Elliott LLP and Ronald Eppen of Foley & Lardner LLP acted as legal advisors to MJAR. Eric Foster of Dentons Canada LLP acted as legal advisor to Sumtra.