Amendment No. 2 to Share Purchase Agreement between 16728502 Canada Inc. and Vendors (Fat Panda Ltd. et al.)

Exhibit 1.3

This Amendment No. 2 is made as of May 30, 2025 by and between:

16728502 CANADA INC.,

a corporation incorporated under the laws of Canada

(the “Purchaser”)

-and-

Randy Lamont, of the Province of British Columbia,

Fat Panda Ltd., a corporation incorporated under the laws of the Province of Manitoba,

Darcy Backman, of the Province of Ontario, Mignonne Lamont, of the Province of British Columbia and Jordan Vedoya, of the Province of Manitoba

(together, the “Vendors”).

WHEREAS the Purchaser and the Vendors are party to that certain Share Purchase Agreement dated February 7, 2025, as amended by an Amendment No. 1 dated March 4, 2025 (collectively, the “SPA”), pursuant to which, among other things, the Purchaser has agreed, subject to the terms and conditions thereof, to acquire all of the issued share capital of the Corporations from the Vendors;

AND WHEREAS the Vendors and the Purchaser have agreed to amend the SPA as further described herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed among the parties hereto as follows:

“Closing Date” or “Date of Closing” means the effective date of June 1, 2025, or as otherwise agreed by the Parties acting reasonably;

“Audited Financial Statements” means the “Estimated Profit & Loss Trial Balance at April 30, 2025 of the Fat Panda Group of Companies” and the “Estimated Balance Sheet Trial Balance at April 30, 2025 of the Fat Panda Group of Companies” delivered on May 29, 2025 and attached as Schedule 1.1(h);

and

All Tobacco/Vape Licences, Vaping Product Licenses and Vaping Stamping Regime Licence are in good standing and there has been no adverse findings with respect thereto concerning the operation of the Business, and the Corporations and Vendors have been in compliance in all material respects, and are as at Closing in compliance in all material respects, with all of the guidelines, policies, procedures, rules and regulations pursuant to the Excise Act;

during each of the FIVE (5) fiscal years of the Corporation ended immediately preceding the date hereof, except in the ordinary course of business, no claims have been made against the Corporations for breach of warranty or contract requirement or negligence or for a price adjustment or other concession in respect of any defect in or failure to perform or deliver any products, services or work which had, in any such year, an aggregate cost exceeding ONE THOUSAND DOLLARS ($1,000.00);

The Corporations have complied with all laws, rules, regulations and orders applicable to it relating to employment, including those relating to wages, hours, collective bargaining, occupational health and safety, workers’ hazardous materials, employment standards, pay equity and workers’ compensation. There are no outstanding or threatened charges or complaints against the Corporations relating to unfair labour practices or discrimination or under any legislation relating to employees. The Corporations have paid in full all amounts owing under the Manitoba Workplace Safety and Health Act and Regulation, Saskatchewan Employment Act and Occupational Health and Safety Regulations, Ontario Workplace Safety and Insurance Act and Regulations, and all other applicable legislation of similar nature. Annexed hereto as Schedule 4(d) is a history of the Corporations’ Workers Compensation claims for (i) the last 8 years in Ontario; (ii) the last 4 years in Manitoba; and (iii) the last 4 years in Saskatchewan.

subject to obtaining the contractual consents referred to in Schedule 3.1(3), the terms of any agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Corporations or the Vendors are a party or by which either of them is bound; or

subject to obtaining the regulatory consents referred to in Schedule 3.1(3), any term or provision of any of the Licenses or any order of any court, governmental authority or regulatory body or any law or regulation of any jurisdiction in which the Business is carried on.

Despite anything herein to the contrary, for purposes of Section 4.1(b) hereof as it relates to tax liabilities or other matters related to or arising, directly or indirectly, from the Vendors’ disclosure in Schedule 3.1(16)(h) (the “Tax Arrears Disclosure”), it is agreed that:

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IN WITNESS WHEREOF and agreeing to be bound, the parties hereto have duly executed this Amendment No. 2 as of the date hereof.

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Appendix 1

Final Disclosure Schedules

See attached.

Appendix 2

SCHEDULE 3.1(16)(h)

See attached.