Christina Lake Cannabis Corp. (the “Company” or “CLC” or “Christina Lake Cannabis”) (CSE: CLC) (OTCQB: CLCFF) (FRANKFURT: CLB) announces that it has received an unsolicited offer from an arm’s length third party for a proposed transaction for the sale of substantially all of the assets of CLC.
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it → announce → CLC
The proposed transaction involves a different potential buyer and is not related to the proposed transaction announced by CLC on August 21, 2026.
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transaction → propose → August
CLC has entered into a non-binding letter of intent in respect of the second offer.
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CLC → enter → offer
The Special Committee of the Board of Directors (the “Special Committee”) formed in August 2026 will review the merits of the proposed transaction.
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Committee → form → transaction
The Special Committee is also continuing to review the merits of the original transaction proposal announced on August 21, 2026.
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Committee → continue → August
The Board of Directors of CLC has not approved the entering into of any definitive agreement for either transaction at this time.
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Board → approve → time
On August 21, 2026, CLC announced in a press release (the “August 21 Press Release”) that it had entered into a non-binding letter of intent (the “Initial LOI”) with a private Alberta corporation (the “Original Purchaser”), to engage in due diligence and negotiations regarding the terms of a proposed transaction (the “Original Transaction”) whereby the Original Purchaser would acquire all of the issued and outstanding common shares (the “Shares”) of the Company.
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Purchaser → announce → Company
The final structure of the Proposed Transaction has not been determined and, if the parties agree to proceed, will be set out in a definitive agreement between CLC and the Original Purchaser.
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parties → propose → CLC
The Initial LOI contemplates an aggregate transaction value of $15,000,000 for 100% of the equity of the Company on a fully-diluted, cash-free, debt-free basis.
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LOI → contemplate → basis
The Initial LOI is non-binding and there can be no assurance that a definitive agreement for the Original Transaction will be entered into or that the Original Transaction contemplated by the Initial LOI, or any other transaction, will be completed.
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Transaction → enter → LOI
Subsequent to the execution of the Initial LOI and the issuance of the August 21 Press Release, the Company received an unsolicited offer from Medical Saints Ltd. an arm’s length third party (the “Alternative Purchaser”) for the sale of substantially all of the assets of CLC (the “Alternative Transaction”).
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Company → receive → CLC
In connection with the fiduciary obligations of the Board and the Special Committee, and as permitted by the exclusivity provisions of the Initial LOI, the Company entered into a non-binding letter of intent with the Alternative Purchaser effective September 11, 2026 for an Alternative Transaction (the “Second LOI”).
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Company → permit → Transaction
No definitive agreement has been entered into in respect of the Original Transaction or the Alternative Transaction.
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agreement → enter → Transaction
“We are extremely pleased to move forward with the acquisition of the Christina Lake Cannabis assets.
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We → move → 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.
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Lake → make → that
These assets complement our existing operations and materially expand what we can produce, process, and bring to market.
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we → complement → market
Unlike the Original Transaction, which contemplates an acquisition of the Shares, the Alternative Transaction contemplates the acquisition by the Alternative Purchaser of all of the assets of the Company (other than cash, cash equivalents, tax receivables and certain other assets to be agreed as excluded), free and clear of any encumbrances.
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Transaction → contemplate → 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.
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assets → acquire → business
The Second LOI provides for an aggregate purchase price of $18,000,000, on a cash-free, debt-free basis, payable in cash at closing and inclusive of a $2,000,000 advance payment on the purchase price (the “Advance”).
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LOI → provide → price
The Advance would be delivered to the Company’s counsel, for the benefit of the Company, concurrently with the execution of a definitive agreement and would be credited against the purchase price at closing.
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Advance → deliver → closing
In certain circumstances in which the transaction does not close as a result of the Alternative Purchaser’s failure to fund or a material breach by the Alternative Purchaser, the Advance would be retained by the Company as liquidated damages; in other circumstances, including a failure to close not caused by the Alternative Purchaser or a breach by the Company, the Advance would be repaid to the Alternative Purchaser.
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Advance → close → Purchaser
Under the Second LOI, the parties would negotiate and enter into a definitive agreement for the Alternative Transaction within 40 days of executing the Second LOI, and would use reasonable commercial efforts to work towards a closing following the satisfaction or waiver of the applicable closing conditions.
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parties → negotiate → conditions
The Second LOI provides for an exclusivity period of 40 days, which is expressly subject at all times to the fiduciary duties of the Board, including its ability to consider, negotiate or respond to unsolicited bona fide proposals, and which is expressly subordinate to the Company’s existing contractual obligations to third parties, including its obligations under the Initial LOI.
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which → provide → LOI
Completion of the Alternative Transaction would be subject to a number of 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 and/or transition services arrangements.
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change → include → arrangements
The Alternative 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 to be for the account of the Alternative Purchaser.
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severance → expect → Purchaser
Term
The Second LOI will terminate in the following circumstances: (a) by written agreement of the parties; (b) upon the execution of a definitive agreement between CLC and the Alternative Purchaser; or (c) at the end of the exclusivity period (or any extension thereof).
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LOI → terminate → period
A Special Committee of the Board (the “Special Committee”) was formed in August 2026 as described in the August 21 Press Release.
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Committee → form → Release
The Special Committee’s role is to consider, evaluate and, if applicable, negotiate the strategic alternatives available to the Company, including the Original Transaction and the Alternative Transaction, and to make recommendations to the Board in connection therewith, including prior to the execution of any definitive agreement or the submission of any such transaction to the shareholders of the Company for a vote.
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role → consider → vote
The Board of Directors of CLC has not approved the entering into of any definitive agreement for either transaction at this time.
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Board → approve → time
The Second LOI is non-binding and does not create any binding legal rights or obligations, other than certain customary provisions - namely those relating to Legal Effect, Exclusivity, Termination, Confidentiality, Public Disclosure and General Provisions - which are binding upon execution.
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which → create → execution
The Second LOI is governed by the laws of the Province of Ontario.
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LOI → govern → Ontario
As negotiations are ongoing, the Company can provide no assurance that it will agree on the final terms of, or execute, a definitive agreement with the Alternative Purchaser, or that the Alternative Transaction will be completed.
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Transaction → provide → Purchaser
Any such transaction would be subject to, among other conditions, the negotiation and execution of a definitive agreement and the receipt of all required shareholder, regulatory, stock exchange and other approvals.
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transaction → require → approvals
If a definitive agreement with the Alternative Purchaser is executed, the Company expects that it will be required to hold a special meeting (the “Special Meeting”) of the Company’s shareholders to approve the Alternative Transaction.
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it → execute → Transaction
The Alternative Transaction is subject to receipt of the foregoing approvals and other customary closing conditions.
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Transaction → forego → approvals
Terms and conditions of the Alternative Transaction are expected to be disclosed in greater detail in a management information circular for the Special Meeting (the “Circular”).
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Terms → expect → Meeting
Following execution of the definitive Agreement, a Circular will be mailed to the Company’s shareholders.
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Circular → follow → shareholders
In the event that the Company executes a definitive agreement with either the Original Purchaser or the Alternative Purchaser, copies of such definitive agreement and the information circular for the special meeting of the Company’s shareholders to approve such transaction will be filed with Canadian securities regulators.
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copies → execute → regulators
Documents filed by the Company with Canadian securities regulators are available on the SEDAR+ profile of the Company at www.sedarplus.ca.
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Documents → file → www.sedarplus.ca
Shareholders are urged to read any relevant materials when they become available.
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they → urge → materials
…and 24 more, not listed.
The Aporia
