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William Smith: Acquisition of Securities of Cansortium, Inc. Proposed Agreement ) among William M. Smith ( Smith ), certain companies controlled by Smith (the Smith Companies and, together with Smith, the Smith Group ) and Cansortium, Inc. ( Cansortium ), the Smith Group has received 1,421,538 proportional voting shares of Cansortium (the Acquired PV Shares ) and, assuming that the Proposed Agreement is completed, the Smith Group will be entitled to keep the Acquired PV Shares, receive an additional 4,988,520 common shares of Cansortium (the Additional Acquired Shares ) and receive an Amended and Restated Promissory Note in the principal amount of $12,933,290.02 convertible into common shares of Cansortium at a conversion price of $0.60 per common share, subject to adjustment (the

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