Medical Saints Offers $18M for Christina Lake Cannabis Assets

Christina Lake Cannabis Corp. said on September 15, 2026, that it has received an unsolicited offer from Medical Saints Ltd. to acquire substantially all of its assets for an aggregate purchase price of $18 million, a proposal the company said involves a different potential buyer and is unrelated to the $15 million share-sale letter of intent it announced on August 21, 2026.

The Vancouver, British Columbia-based producer said in its announcement that it entered into a non-binding letter of intent with Medical Saints, an arm’s length third party, effective September 11, 2026, after the initial letter of intent had been executed and the August 21 announcement issued. No definitive agreement has been entered into for either transaction.

Medical Saints chief executive Lucas Leone said in the announcement: “We are extremely pleased to move forward with the acquisition of the Christina Lake Cannabis assets. The scale of the cultivation platform is significant, but what makes this transaction particularly strategic for Medical Saints is the extraction infrastructure, processing capabilities, and expertise that Christina Lake has built. These assets complement our existing operations and materially expand what we can produce, process, and bring to market.”

Terms of the Second Letter of Intent

The second letter of intent provides for an aggregate purchase price of $18,000,000 on a cash-free, debt-free basis, payable in cash at closing. The price is inclusive of a $2,000,000 advance payment that would be delivered to the company’s counsel, for the company’s benefit, concurrently with the execution of a definitive agreement and credited against the purchase price at closing. If the transaction fails to close because of the purchaser’s failure to fund or a material breach by the purchaser, Christina Lake Cannabis would retain the advance as liquidated damages. In other circumstances, including a failure to close not caused by the purchaser or a breach by the company, the advance would be repaid to the purchaser.

Where the August proposal contemplates an acquisition of all issued and outstanding common shares, the Medical Saints proposal is structured as an asset purchase. The buyer would acquire all of the company’s assets other than cash, cash equivalents, tax receivables and certain other assets to be agreed as excluded, free and clear of any encumbrances. The assets to be acquired would include all owned land and buildings and assigned commercial leases used in the business, all machinery, office equipment, computers, furniture and inventory, and all customer lists, proprietary data, historical records, trademarks, patents, copyrights and software.

Exclusivity, Conditions and Shareholder Approval

Under the second letter of intent, the parties would negotiate and enter into a definitive agreement within 40 days of its execution and would use reasonable commercial efforts to work toward closing following the satisfaction or waiver of the applicable closing conditions. The agreement provides a 40-day exclusivity period that is expressly subject at all times to the board’s fiduciary duties, including its ability to consider, negotiate or respond to unsolicited bona fide proposals, and is expressly subordinate to the company’s existing contractual obligations to third parties, including its obligations under the initial letter of intent.

Completion of the Medical Saints transaction would be subject to conditions including the release and discharge of any encumbrances, negotiation and execution of a mutually agreed definitive agreement, receipt of all required regulatory, stock exchange, corporate and shareholder approvals, confirmation that no material adverse change has occurred, and the entering into of mutually agreed employment, consulting or transition services arrangements. The company said the purchaser is expected to offer employment to all of the company’s employees engaged in the business on substantially comparable terms, with any related severance, termination or similar liabilities for the account of the purchaser.

The second letter of intent terminates by written agreement of the parties, upon execution of a definitive agreement, or at the end of the exclusivity period or any extension. It is non-binding and creates no binding legal rights or obligations other than customary provisions relating to legal effect, exclusivity, termination, confidentiality, public disclosure and general provisions, which are binding upon execution. It is governed by the laws of the Province of Ontario.

A special committee of the board, formed in August 2026, will review the merits of the Medical Saints proposal and is continuing to review the original transaction, with a mandate to consider, evaluate and, if applicable, negotiate the strategic alternatives available to the company and to make recommendations to the board. The board has not approved entering into any definitive agreement for either transaction. If a definitive agreement with Medical Saints is executed, the company expects to hold a special shareholder meeting to approve the transaction, with terms and conditions disclosed in greater detail in a management information circular to be mailed to shareholders. No finder’s fees are payable by the company in connection with the proposal, and Prelia Canada LLP is acting as the company’s legal advisor.

The earlier process dates to August 21, 2026, when Christina Lake Cannabis announced it had entered into a non-binding letter of intent with a private Alberta corporation to engage in due diligence and negotiations on a proposed acquisition of all of the company’s issued and outstanding common shares. That letter of intent contemplates an aggregate transaction value of $15,000,000 for 100 percent of the company’s equity on a fully diluted, cash-free, debt-free basis. It is likewise non-binding, and the company said there can be no assurance that a definitive agreement will be entered into or that the original transaction will be completed.

Christina Lake Cannabis is a licensed producer under the Cannabis Act with a standard cultivation license and corresponding processing amendment from Health Canada, as well as a research and development license. Its facilities consist of a 32-acre property with over 950,000 square feet of outdoor grow space, offices, propagation and drying rooms, research facilities and a facility dedicated to processing and extraction, and a 342-acre property with approximately 100 acres of licensed outdoor grow space, greenhouses and a dry room. The company focuses its production on outdoor flower, extracts and distillate for its business-to-business client base. The announcement was issued on behalf of the company by Chairman Jay McMillan.

The announcement described Medical Saints as one of Canada’s largest privately held federally licensed cannabis producers, operating a vertically integrated platform across cultivation, processing, manufacturing, product development and commercialization, and said it currently produces 100 tonnes (100,000 kilograms) of cannabis annually in Canada. Any definitive agreement with either buyer, along with the information circular for a special shareholder meeting, would be filed with Canadian securities regulators and made available on the company’s SEDAR+ profile. The company said shareholders do not need to take any action with respect to either transaction at this time.