North Bud Farms Clarifies Terms of Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor
TORONTO, March 07, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) ("NORTHBUD" or the "Company") clarifies the terms of its press release dated March 6, 2019 with respect to entering into the March 3, 2019 binding letter of intent (“LOI”) to acquire all the issued and outstanding shares of Eureka Vapor LLC. and all of its subsidiaries (“Eureka”), a U.S. multi-state cannabis operator, and arm’s length to the Company, in a transaction valued at CAD$20 million (the “Transaction”). The completion of the Transaction is subject to the following conditions precedent: (i) obtaining the necessary board of director and shareholder approval of the Company and Eureka; (ii) the Company and Eureka satisfying respective due diligence of the other on or before May 30, 2019; (iii) entering into of a definitive agreement (the “Definitive Agreement”) in respect of the Transaction; and (iv) obtaining necessary regulatory and CSE approval. The Company and Eureka shall use commercially reasonable best efforts to satisfy the aforementioned condition precedents as soon as possible, but in any event no later than June 1, 2019 (the “Termination Deadline”) or another date as may be agreed to by the parties. In the event that the conditions precedent have not been satisfied or waived prior to the Termination Deadline, the LOI will automatically terminate.
As referenced in its March 6, 2019 press release, the purchase price of Eureka under the Definitive Agreement will be satisfied by the issuance of common shares (“Common Shares”) of the Company to Eureka shareholders with a price per Common Share to be determined based on a formula of the higher of (a) CAD$0.35 per Common Share; and (b) the 30 day volume weighted average price of the Common Shares. 10% of the Common Shares will be issued to the Eureka shareholders on the closing date of the Transaction (the “Closing Date”), with the remainder of Common Shares issued in equal tranches of six, twelve, eighteen, and twenty-four months from the Closing Date. In addition, Eureka shareholders are eligible to receive up to an additional CAD$25 million of Common Shares based on the achievement of USD$25 million of revenue derived from existing Eureka California and Colorado operations.
The 10% of the Common Shares issued on the Closing Date will represent up to 9.33% of the total issued and outstanding Common Shares on the Closing Date (if the minimum issuance price of CAD$0.35 per Common Share is assumed and there is no occurrence of dilutive events). The Company will issue a comprehensive press release respecting the terms of the Definitive Agreement upon entering into the Definitive Agreement.
The Company anticipates its common shares will re-commence trading after the dissemination of this news release.
About Eureka Vapor LLC.
Headquartered in Los Angeles, California, EUREKA Vapor was founded in 2011 and holds licenses in both California and Colorado. EUREKA Vapor's multi-state operation manufactures and sells a premium line of vaporizer cartridges, disposable vapor pens and proprietary vaporizer batteries designed to work with their highly sought-after CO2 extracted oil. Using their refined extraction processes and techniques developed over almost a decade of extracting, EUREKA Vapor is committed to providing the cleanest and safest natural oil cartridges in the industry. Long referred to as one of the leaders in the industry, EUREKA has one of the most loyal customer bases in the category which reflects their commitment to honesty and transparency above all else. EUREKA continually looks for innovative ways to improve and refine their product offerings in order to deliver the best, most consistent vaping experience in the industry.
For more information visit: www.eurekavapor.com
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly-owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act. The Company is constructing a state-of-the-art purpose-built cannabis production facility located on 95 acres of Agricultural Land in Low, Quebec. North Bud Farms Inc. will be focused on Pharmaceutical and Food Grade cannabinoid production in preparation for the legalization of edibles and ingestible products scheduled for October 2019.
For more information visit: www.northbud.com
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward-looking statements including those relating to the Transaction, the completion of conditions precedent to the Transaction, entering into of the Definitive Agreement, the potential termination of the LOI, the issuance of Common Shares to Eureka shareholders, an issuance price of CAD$0.35 per Common Share at the Closing Date, Eureka achieving USD$25 million of revenue derived from California and Colorado operations, and the issuance of up to CAD$25 million of Common Shares, and the re-commencement of the trading of common shares of the Company. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Such risks and uncertainties include, among others, the risk factors included in North Bud Farms Inc.’s final long form prospectus dated August 21, 2018, which is available under the issuer’s SEDAR profile at www.sedar.com.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
North Bud Farms Inc.
VP, IR & Communications
Office: (855) 628-3420 ext. 3