Humble & Fume Signs Share Purchase
October 18th, 2021
Humble & Fume Inc. (CSE: HMBL) (“Humble” or the “Company”), a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and strong fulfillment infrastructure, announced today that it has entered into a Share Purchase Agreement (the “Agreement”) to acquire Cabo Connection (“Cabo”), a licensed cannabis distributor in Los Angeles, California. At closing, Humble intends to acquire (the “Acquisition”) all issued and outstanding shares of Cabo, which holds a Type 11 distribution license and Type 6 manufacturing license to engage in commercial cannabis activity in California.
“Humble’s acquisition of Cabo will represent an important milestone for our Company as we strive to strengthen our footprint in the U.S. and as we expand the reach of our business to include plant-touching activities. We are especially excited to acquire a licensed distributor in California, one of the most advanced cannabis markets in the country, and to open an LA distribution facility,” said Joel Toguri, Chief Executive Officer of Humble. “This transaction is the first of many acquisitions Humble expects to make in our move to become a full service cannabis distributer in the U.S.”
In addition, prior to closing the Agreement, Cabo has entered into an agreement to lease (the “Lease”) a 4,000 square foot distribution facility equipped for the manufacturing, distribution, and/or storage of medicinal and adult use cannabis and cannabis products, permitted by Los Angeles and California cannabis laws and regulations. Under the terms of the lease agreement, the Company intends to use the facility as a cannabis distribution hub. The lease term commences on November 1, 2021 and terminates sixty months thereafter, unless renewed at sole the option of the Company for an additional sixty months. Distribution in Los Angeles is a critical component to California’s supply chain with 205 existing licensed cannabis retailers, and the largest population of any city in the state.
The total purchase price for the acquisition is USD $700,000 (the “Purchase Price”).
Concurrent with execution of the Agreement, Humble has paid into a third-party escrow, USD $600,000 (the “Escrow Funds”), to be released to the sellers in the Acquisition in monthly USD $20,000 instalments from the date of the Agreement.
On closing of the Acquisition, Humble will release the remaining Escrow Funds to the seller and will pay an additional USD $100,000, to be satisfied through the issuance of USD $100,000 of common shares of the Company (to be based on the 30-day VWAP of the Company, for the 30 day period immediately preceding Closing).
The Acquisition is subject to a number of conditions including the completion of due diligence on Cabo to the satisfaction of the Company, and receipt of certain regulatory approvals, including approvals by the Los Angeles Department of Cannabis Regulation and California Department of Cannabis Control and the Canadian Securities Exchange, and on closing, will give rise to ongoing disclosures required by CSA Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana-Related Activities. The Acquisition is anticipated to close on or around March 31, 2022 and is subject to an outside date of October 17, 2022.
Cabo maintains a Type 6 manufacturing license and Type 11 distribution license in the city of Los Angeles. Under a Type 6 license, the company can extract cannabis using non-volatile solvents, infuse, package and label cannabis products. As a Type 11 distributor, Cabo may: (i) distribute cannabis goods, cannabis accessories, and branded merchandise to retailers; (ii) collect and transmit cannabis cultivation and excise taxes to the California Department of Tax and Fee Administration; (iii) arrange for laboratory testing of cannabis samples; (iv) package and label cannabis goods; and (v) manufacture pre-rolled joints.
About Cabo Connection
Cabo Connection is an operationally-dorment California corporation based in Los Angeles. It is the holder of the Licenses and the Lease.
About Humble & Fume Inc.
Humble & Fume Inc. is a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and strong fulfillment infrastructure. As the only fully-integrated cannabis distribution solution, Humble bridges the gap for retailers, licensed cannabis producers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumables and consumption devices. The Company is comprised of four subsidiaries that represents its vertical integration across North America; B.O.B. Headquarters Inc. / Humble+Fume, Windship Trading LLC, Humble+ Cannabis Solutions and Fume Labs Inc.
Forward-Looking Information and Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to, the focus of the Company’s business and growth, and the Company’s specific acquisition strategy for US Marijuana-related activities. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, Humble & Fume Inc.’s strategic plans including future growth opportunities and strategies in the United States are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such forward-looking statements will occur as described herein. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law. Readers are encouraged to refer to the Company’s disclosure available on its SEDAR profile (at www.sedar.com) for information as to the risks and other factors which may effect the Company’s business objectives and strategic plans, including, if applicable at Closing of the Acquisition, risks relating to cannabis operations in the United States given that marijuana remains illegal under U.S. federal law and that enforcement of such relevant laws is a significant risk.
SOURCE Humble & Fume Inc.
This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.
Follow Us on Social Media
About CFN Media Group
CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.