Exhibit 10.1


 





CANADIAN
CANNABIS CORP 

100 RUTHERFORD ROAD SOUTH 



BRAMPTON,
ON L6W 2J2


 


March
2, 2015


 


8455562
Canada Inc. (d/b/a Hemisphere Pharmaceutical)


67
Sinclair Blvd 

Brantford, ON 

N3S 7X6


 


Attention:
Mr. Jay Wilgar, President



 


Dear
Sirs:


 


Re:
Lefter of Intent for the Acquisition by Canadian Cannabis Corp. of 60% of the issued and outstanding equity shares of 8455562
Canada Inc. (d/b/a Hemisphere Pharmaceutical) in exchange for Common Stock of Canadian Cannabis Corp and CAD $500,000 upon receipt
of permit to Harvest from Health Canada


 


This
non-binding letter of intent ("LOT' or "Letter"), is to generally record terms and conditions of
the proposed agreement whereby Canadian Cannabis Corp., a Delaware corporation ("CCC") will acquire sixty percent (60%)
of the issued and outstanding shares of 8455562 Canada Inc. (d/b/a Hemisphere Pharmaceutical), a limited company
incorporated under the federal laws of Canada ("HPI")
in exchange for shares of the common stock of CCC and other consideration described herein. This Letter represents only our good-faith
intention to negotiate and enter into a definitive agreement in a form acceptable to CCC and HPI.


 


This
Letter is not, and is not intended to be, a binding agreement between us (except as otherwise set out below in Section 11),
and neither of us shall have any liability to the other if we fail to execute the Definitive Agreement (as defined below in
Section 11) for any reason.


 


Statements
below as to what we, or you, will do, or agree to do, or the like, are so expressed for convenience only, and are understood in
all instances (except for the items identified below in Section 11) to be subject to our mutual continued willingness to proceed
with the Transaction.


 


The
following paragraphs reflect our understanding of the Transaction (as defined below) but do not constitute a complete statement
of, or legally binding or enforceable agreement or commitment, with respect to the matters described therein:


 


1.
Structure: The parties intend to enter into a share exchange or other similar business combination in which:


 


	 	i.	Prior to,
    and as a condition of closing, HPI will take the necessary and appropriate steps
    to exercise or cancel all restricted stock, convertible securities,
    options or other instruments or securities from which to acquire stock of HPI.




 






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		ii.	CCC
                                         will issue One Million Two Hundred Thousand (1,200,000) shares of its common stock in
                                         exchange for sixty percent (60%) of the issued and outstanding
                                         shares held by the shareholders of HPI (the "Transaction"). Upon
                                         the completion of the Transaction, the current shareholders of HPI will hold, directly
                                         or indirectly, 1,200,000 shares of the common stock of CCC.



 


		iii.	The
                                         parties will jointly agree on what is required in order to complete the facility at 67
                                         Sinclair Blvd in Brantford ON to the standard wherein the facility will pass inspection
                                         for harvest by Health Canada. The estimated cost of construction and fixtures is CAD
                                         $1,250,000 and CCC will pay such funds to HPI for such construction and fixture costs
                                         and expenses in exchange for common shares in HPI. If there are any funds remaining of
                                         the $1,250,000 that is not used for construction and fixtures, it will be used for
                                         HPI's future working capital purposes as directed by CCC.



 


		iv.	CCC
                                         shall concurrently undertake to pay the current liabilities of HPI in full in the approximate
                                         amount of Three Hundred and Sixty-five Thousand and No. Dollars (CAD $365,000) from
                                         proceeds of the company fmancing in exchange for common shares in HPI.



 


		v.	CCC
                                         shall pay CAD $500,000 to the current shareholders (as at the date of
                                          Closing) of HPI immediately upon HPI's receipt of the permit to harvest from Health
                                         Canada.



 


		vi.	CCC
                                         shall provide the current shareholders (as at the date of Closing) of HPI 500,000 common
                                         share purchase warrants. Each common share purchase warrant will entitle the holder thereof
                                         to purchase one common share in the capital of CCC at a price of $2.00 at any time before
                                         5:00 p.m. (Toronto time) on that date that is 12 months following the closing of the
                                         Transaction.



 


Upon
completion of the Transaction, and in consideration of the above, CCC will hold sixty percent (60%) of all of the issued and outstanding
shares of HPI and HPI shall be the majority-owned subsidiary of CCC.


 


	 	2.	Due
    Diligence: The parties will work promptly to carry out all required due diligence in respect of the proposed Transaction
    including without limitation, the completion of standard business, legal and other inquiries and a review of applicable laws
    and regulations. The parties will afford each other, its employees, auditors, legal counsel, and other authorized representatives
    all reasonable opportunity and access during normal business hours to inspect and investigate the business and financial affairs
    of the other party.







 






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	 	3.	Definitive
    Agreement. We mutually agree to proceed reasonably and in good faith toward negotiation and execution of definitive documentation
    which shall contain the terms and conditions set out in the LOI and such other terms, conditions, indemnities, representations,
    warranties, covenants as are customary for transactions of this nature (the
    "Definitive Agreement"), the first draft of which will
    be provided by CCC for HPI's review as soon as practicable after the entering into this LOI. The parties shall cooperate in
    structuring the Transaction in the most effective manner having regard to applicable tax, corporate, and securities laws.



 


	 	4.	Regulatory
    Approvals and Contractual Consents: Each of the parties will use its commercially reasonable best efforts to obtain:




 


		i.	the
                                         necessary board approvals and shareholder approvals for the Transaction prior to the
                                         execution of the Definitive Agreement; and



 


		ii.	all
                                         necessary regulatory approvals (including approvals from any licensing authorities) and
                                         third party consents and the necessary shareholder approvals prior to the closing of
                                         the Transaction and to cooperate in providing any submissions necessary to effect the
                                         Transaction.



 





	 	5.	Other
    Conditions. The Definitive Agreement shall include, but will not be limited to, the following:



 


		i.	the
                                         parties having completed a due diligence investigation the results of which are satisfactory
                                         to the parties in their sole discretion;



 


		ii.	at
                                         the time of the Transaction, HPI will have no liabilities, contingent or otherwise, unless
                                         such liabilities have been specifically agreed to by CCC in writing;



 


		iii.	HPI
                                         will not be debarred or lose its status with any third-party or government agency, including
                                         Health Canada as a result of the Transaction;



 


		iv.	HPI
                                         will have received all regulatory approvals required to complete the Transaction, where
                                         necessary;



 


		v.	the
                                         parties agreement to cooperate to prepare for filing the necessary current reports with
                                         the Securities and Exchange Commission with respect to the Transaction, including a Form
                                         8-K, within the regulatory required time limits following the closing of the Transaction;



 


		vi.	the
                                         representations and warranties of contained herein shall be true and correct in all material
                                         respects as of the closing of the Transaction; and



 


		vii.	no
                                         material adverse change shall have occurred in the business, assets, liabilities, results,
                                         financial condition, affairs or prospects of HPI from the date hereof to the closing
                                         of the Transaction.



 






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		viii.	CCC
                                         completing a financing to fund its obligations described in sections 1(iii ), 1(iv) and
                                         1(v) of this LOI.



 


		ix.	the
                                         parties will agree on a satisfactory shareholders agreement.



 


		6.	Resignation
                                         or Appointment of Officers and Directors: At the closing of the Transaction, the
                                         current HPI officers and directors will remain, with two of five seats on the Board of
                                         Directors of HPI while CCC shall have three of five seats on the Board of Directors of
                                         HPI. HPI may propose a candidate for consideration to the Board of Directors of CCC.



 


		7.	Confidentiality:
                                         Each party agrees that, subject to compliance with applicable laws, it will keep
                                         confidential, and not use for any purpose other than to evaluate the Transaction, this
                                         proposal, the contents of this non-binding Letter of Intent and any of the proprietary
                                         business, technical or other information obtained by it during its due diligence inquiries
                                         and any related negotiations. Confidential information shall not be deemed to include
                                         information which either party can demonstrate: (i) is generally available to or known
                                         by the public other than as a result of improper disclosure; (ii) is obtained from a
                                         source other than the other party or any of its representatives, provided that such source
                                         was not bound by a duty of confidentiality; (iii) is developed independently by a party
                                         without reference to the confidential information
                                         of the other party. Each party's obligations in this respect shall survive the
                                         closing of the Transaction or any termination of the proposed Transaction between the
                                         parties or the termination of this LOI, unless mutually agreed to otherwise.



 


		8.	Disclosure:
                                         No public announcement concerning the Transaction contemplated herein or the status
                                         of the discussions between the parties hereto shall be made by either party unless and
                                         until the same has been approved by both parties hereto, unless such disclosure is required
                                         by any government laws, rules or regulations, by any government regulatory authorities
                                         or any stock exchange having jurisdiction over either party provided prior written notice
                                         is provided to the other party respecting such disclosure or public announcement and
                                         such party has been provided reasonable opportunity to review and comment on the proposed
                                         disclosure.



 


		9.	Costs:
                                         CCC will be solely responsible for and bear respective expenses, including,
                                         without limitation, expenses of legal counsel, accountants, and other advisors, incurred
                                         at any time in connection with pursuing or consummating
                                         the Transaction. Each party's obligations in this respect shall survive the closing
                                         of the Transaction or any termination of the proposed Transaction between the parties.
                                         It is expressly understood that both parties' counsel
                                         will be together, responsible for preparing the documents required to complete
                                         the Transaction including the filing statement required to be filed with the Exchange
                                         in connection with the Transaction.






  



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		10.	Exclusivity:
                                         The parties hereby agree that until the Termination Date (as defined below), and
                                         the date the parties enter into the Definitive Agreement, that neither party, their respective
                                         directors, officers, agents and representatives will not, directly or indirectly:





 





		i.	solicit,
                                         initiate or encourage the initiation of any expression of interest, inquiries or proposals
                                         regarding, constituting or that may reasonably be expected to lead to any merger, amalgamation,
                                         take-over bid, tender offer, arrangement, recapitalization, liquidations, dissolution,
                                         share exchange, sale of material assets involving the parties or a proposal or offer
                                         to do so  (the "Acquisition
                                         Proposal") (including without limitation, any grant of an option or other
                                         right to take any such action);



 


		ii.	participate
                                         in any discussions or negotiations regarding an Acquisition Proposal;



 


		iii.	accept
                                         or enter into, or propose publicly to accept or enter into, any agreement, letter of
                                         intent, memorandum of understanding or any arrangement in respect of an Acquisition Proposal;
                                         and



 


		iv.	otherwise
                                         cooperate in any way, assist or participate in, facilitate or encourage any effort or
                                         attempt by any person to do any of the foregoing.



 


		11.	Binding
                                         Effect: The consummation of the Transaction is subject to the entry of the Definitive
                                         Agreement and, except for this Section 11 and Section 7 (Confidentiality), Section 8
                                         (Disclosure), Section 9 (Costs), Section 10 (Exclusivity), Section 12 (Termination) and
                                         Section 13 (Governing Laws) that are intended to create binding obligations, it is understood
                                         that no legal obligation or liability will be created by this letter of intent as against
                                         the parties. The Definitive Agreement is subject to the board approval of each of the
                                         parties.



 


		12.	Termination:
                                         If the Definitive Agreement is not negotiated and executed by both parties on or
                                         before March 31, 2015 or such other date as agreed to by the parties (the "Termination
                                         Date"), or if either party notifies the other party of its intention
                                         to not proceed with the Transaction, the terms of this LOI will be of no further
                                         force or effect except for Section 7 (Confidentiality), Section 9 (Costs) and Section
                                         13 (Governing Laws).



 


		13.	Governing
                                         Laws: This Letter of Intent will be governed by and be construed in accordance with
                                         the laws of the Province of Ontario and the federal laws of Canada applicable therein.
                                         The parties agree that any dispute arising out of or relating to this LOI shall be subject
                                         to the exclusive jurisdiction of the courts in and for the Province of Ontario and each
                                         party agrees to submit to the personal and exclusive jurisdiction and venue of such courts.
                                         Governing law and jurisdiction regarding the Definitive Agreement shall be negotiated
                                         between and agreed to by the parties and set out in the Definitive Agreement.







 


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If
the terms outlined above are acceptable to you please sign and date this Letter in the space provided below and return a signed
copy to the undersigned.





 





	 	Very truly yours,
	 	 	 
	 	CANADIAN
    CANNABIS CORP.
	 	 	 
	 	By	/s/
    Benjamin Ward
	 	 	Benjamin
    Ward, President & CEO
	 	 	 
	 	ACKNOWLEDGED
    AND AGREED to on
	 	02/03/15      :
	 	 	 
	 	HEMISPHERE PHARMACEUTICAL
    INC.  
	 	 	 
	 	By  	/s/ Jay Wilgar
	 	 	Jay Wilgar, President and
    CEO
	 	 	 
	 	ACKNOWLEDGED AND
    AGREED to on
	 	02/03/15
     :






 


 


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