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Re: Macod post# 40533

Wednesday, 03/21/2018 11:48:43 AM

Wednesday, March 21, 2018 11:48:43 AM

Post# of 75621
Do you know of any other pure play Cali growers with permits/license?... ive been asking for weeks.

SIGO is the only one that i can find and imo the company is garbage, as ive been saying for months.

most all of the major Cali growers are private. Before January, public companies could not get involved.

Repost...

DD: This is from SIGO, but i think this is what LVVV is doing with the Greenhouse Collect nonprofit, which is leasing Greenhouse #1. Its a backdoor into the sector.... i mentioned this before, but it was just a guess. This proves that it can be done and since Bill is involved with NORML, im sure he gets all the inside tips/tricks on how to do this stuff...

Subsidiaries: The Company currently has two subsidiaries. Battle Mountain Genetics and VBF Brands. VBF Brands is the license holder and operating entity. Battle Mountain Genetics is the service provider and staffing company for VBF Brands. VBF Brands was a nonprofit company. On December 20, 2017, the Company filed to Restate the Registration of VBF Brands to convert it to a for profit entity. The filing was processed by the state of California on January 4, 2018. Prior to December 20, 2017, VBF Brands was a California nonprofit mutual benefit corporation. The Company amended the registration to convert VBF Brands to a "For-Profit" Company. Prior to January 4, 2018, VBF Brands was a non-profit which technically cannot be owned by anyone. Valerie Baugher has been the sole voting member in March 2016 and was the sole voting member of VBF Brands prior to the conversion from a nonprofit to For- Profit. After January 4, 2018, VBF Brands became a wholly owned subsidiary (as Valerie transferred it to the company) once it became a For Profit entity and could formally become a wholly owned subsidiary. To clear up some confusion, VBF Brands, Inc. is not the same as Von Baron Farms, Inc. which was a separate California corporation that has been dissolved.

The reason VBF Brands was a non-profit is because that's how the cannabis business operated prior to 2018. Prior to the passage of Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA) which was replaced by SB-94, medical cannabis activities were typically run through a California nonprofit mutual benefit corporation. However, after MAUCRSA passed and subsequently codified under SB-94, For-Profit companies are allowed to own and operate cannabis related businesses. As such, the company had previous acquired a nonprofit mutual benefit corporation (VBF Brands) to maintain compliance with the laws of California while the transition to new regulations was being done on the state level. At the time there was a lot of confusion and uncertainty how the business would be regulated in California. On November 16, 2017, California's three state cannabis licensing authorities publicly proposed emergency regulations for commercial medicinal and adult-use cannabis. Once those were released the Company and its attorney began working on the temporary licenses that we filed on December 23, 2017. Prior to filing for its licenses the Company converted VBF Brands to a For-Profit entity. VBF Brands, now a For-Profit company, is a wholly owned subsidiary of the Company.

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