International Cannabrands Ltd. Announces Proposed Acquisition and Collaboration in California
April 24th, 2018
News, Top News
Calgary, Alberta (FSCwire) – International Cannabrands Inc. (CSE:JUJU.A; FSE:31G; US OTC:GEATF) (the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI“) with Bryce Berryessa and Eric Hara to acquire a controlling interest in La Vida Verde, Inc., a company existing under the laws of the State of California (“LVV“). The LOI outlines the general terms and conditions pursuant to which Mr. Berryessa and Mr. Hara (the “Sellers”) would be willing to complete a transaction that would result in the Company: (a) acquiring 51% of LVV, (b) providing US$2 million of expansion capital to LVV, and (c) having an option to acquire the remaining 49% of LVV based on agreed upon formula. The Sellers will continue to be employed by LVV and will continue to operate and manage the business. In addition to LVV’s current products, LVV will be responsible for distribution of the Company’s JuJu Roya™ product lines in California.
Eric Hara, CEO of LVV, is a former chef and restaurant operator for several critically acclaimed restaurants in New York City. He earned the prestigious Five Star Diamond Award in 2010, and was ranked one of the top chefs in the world. He is a food industry expert in product formulation and emerging food trends, with such products as Wonderfully Raw (now Sejoya), a line of organic snack foods including Cocoroons, that is widely distributed in over 3,000 stores in the United States, including Costco and Whole Foods.
Bryce Berryessa, President of LVV is a renowned expert in sustainable cannabis cultivation and extraction methods and has been at the forefront of the technology since 2011. He currently is a Board member of the California Growers Association (representing Santa Cruz and Monterey County), Board member of the California Manufacturers Association and a Board member of the California Cannabis Industry Association. He has co-founded award winning brands – Hashman Infused and Waxman Concentrates and is founder and CEO of a Santa Cruz based dispensary the TreeHouse.
The transaction is at arms’ length and will be structured following a review of all relevant legal, regulatory and tax matters (the “Transaction“). The Sellers have agreed to negotiate exclusively with the Company for a period of 60 days. The LOI contemplates the Company and LVV entering into a definitive agreement (the “Definitive Agreement“) on or before May 16, 2018, and to complete the Transaction within approximately 75 days (or such other dates as may be agreed to by the parties).
The aggregate acquisition cost to the Company, including the expansion capital, is US$8,500,000 and includes the issuance of 17,500,000 of voting shares of the Company at a deemed price of US$0.20. The shares will be subject to a lock-up whereby the Sellers will only be permitted to sell 50% of their shares in calendar 2019 and 50% in calendar 2020.
The option to sell/purchase the remaining 49% of LVV is expected to be structured as both a put option by the Sellers and a call option by the Company, on a EBITDA based formula determined in 2021 following preparation of audited financial statements of LVV and may be paid through the issuance of voting shares of the Company or voting shares of the Company and 20% in cash.
The Transaction is subject to a number of material conditions, including the following:
- the Company completing a financing to raise approximately Cdn$5 to $10 million;
- completion of due diligence investigations to the satisfaction of each of the Company and the Sellers;
- LVV obtaining appropriate licenses for the manufacturing and distribution of cannabis for the State of California; and
- the Sellers providing audited financial statements for LVV’s most recently completed financial year and unaudited financial statements for its most recent quarter.
The Transaction is also subject to requisite regulatory approvals and standard closing conditions, including the approval of the directors of each of the Company and LVV of the Definitive Agreement and. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.
The Company is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered office in Calgary, Alberta and its head office in Denver, Colorado. The Company is a “reporting issuer” in the provinces of British Columbia, Alberta and Ontario.
About La Vida Verde, Inc.
LVV believes that the best medicine starts with the food you eat and it takes price in producing products for people who are search for a natural and healthy alternative for nurturing their bodies. All its product use only healthy fats, are vegan, organic, gluten-free, paleo friendly and low glycemic. LVV is a leader in the extraction field, being one of the first to incorporate full spectrum testing in every product, testing for potency, terpenes, pesticides and residual solvents. Its concentrates are pharmaceutical grade and free of any pesticides, microbial contaminants, heavy metals or additives. LVV’s brands currently include Skunk Feather Cannabis™, wholesale flower, packaged flower, pre-rolls and blunts and Blank Brand™, unique chocolate bars, concentrates and blunts. LVV has been operating in California since 2015, and currently has extraction, manufacturing and distribution capability. LVV intends to materially expand its extraction capability by installing state-of-the-art technology.
Travis Belcher, President of the Company said: “Quality, integrity and commitment to the JuJu Royal standards of excellence are key for us. The LVV team is exceptional. From their expertise to their commitment to consumer safety, health, the environment and their employees, we feel lucky to have found this group.”
Bryce Berryessa, founder and co-owner of LVV stated: “Aligning ourselves with the JuJu Royal Brand, Travis, Julian and this group is a natural for us. Our shared values will place us on a course we believe will allow our product lines to speak for themselves, and earn their place if what becomes and increasingly discerning marketplace.”
About International Cannabrands Ltd.
International Cannabrands acquired the exclusive rights to Julian Marley’s JuJu Royal™ brand to educate people about the natural connection between Julian Marley, Rastafarian culture, reggae music, and marijuana. International Cannabrands generates revenue from licensing brands to growers, edible manufacturers, oil extractors, producers of ancillary products and apparel in the United States where cannabis has been legalized at the state level, as well as products containing CBD in the US and internationally. Select JuJu Royal products are available in California, Washington, Colorado and Puerto Rico with CBD-only products available in the U.K., the birthplace of Julian Marley. The Company is looking to expand JuJu Royal into Nevada in the near future. The company was founded in 2014 and is based out of Denver, Colorado. The Company believes as the market becomes saturated with products varying in potency and quality, that the branded products will rise to the top and the Company intends to exploit all opportunities available to realize the full value of the Julian Marley brand and to attract other brands.
About JuJu Royal
Julian Marley conveys his message of legalization, freedom, and love through the JuJu Royal brand, a line of naturally produced medicinal herbs using the best solventless technology. One percent of proceeds are distributed for the benefit of veterans using cannabis through the Weed for Warriors Project. More information about the brand and various products can be obtained at www.jujuroyal.net. International Cannabrands Ltd is continuing to work with Julian Marley to identify and develop future strains of marijuana that meet Julian’s exacting standards. The Company is continuing to conduct research and development with certain origin genetics to produce additional signature Julian Marley strains for the JuJu Royal Premium Marijuana collection. The intent is to make these strains available to dispensaries and caregivers on a worldwide basis where it is legal.
International Cannabrands Contact:
|Jeffrey Britz||CFN Media Contact:|
|Chairman & CEO||Frank Lane (206) 369-7050|
|1045 Lincoln Street, #106||[email protected]|
|Denver, Colorado 80203|
|201-394-7882 or [email protected]|
|Media Inquiries: [email protected]|
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Statements
This news release contains forward-looking statements relating to the proposed relationship between the Company and LVV, and the proposed Transaction, including the timing and conditions thereto. There is no assurance that the Transaction will be completed in the time estimated or at all or whether International Cannabrands will be able to realize all the expected benefits therefrom. These forward looking statements involve risks and uncertainties. Events or circumstances may cause actual results to differ materially from those anticipated as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company or the parties to the agreement. These include legal and regulatory changes, the impact of general economic, industry and market conditions; expectations regarding market demand for particular products and the dependence on new product development; the impact of product competition. As a result, the Company cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Management of the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Source: International Cannabrands Inc. (CSE:JUJU.A, OTC Bulletin Board:GEATF)
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