NewLeaf Brands Inc. (CSE: NLB) (OTC: NLBIF) (FSE:0NF) is pleased to announce that it has entered into a binding letter of intent dated February 4, 2020 with Trellis Holdings Oregon Op LLC to acquire 37.5% of all of the issued and outstanding share capital of Trellis from David Joshua Bartch and Benjamin Martch (the "Vendors") by way of a share exchange.
ABOUT Trellis Holdings Oregon Op LLC
Trellis was founded in 2015 by a group of cannabis industry veterans. Trellis holds various licenses with the OLCC in the state of Oregon and operates in both the medical and recreational cannabis space. Trellis operates a recreational cannabis cultivation site held on an 11 acre property in Southern Oregon and operates a medical and recreational OLCC dispensary in Portland, Oregon.
Joshua Bartch, CEO of NewLeaf Brands commented, "We are particularly excited to be joining forces with Trellis to accelerate the growth of our brand and put us in a prime position to expand our business into the licensed cannabis industry."
Transaction Summary
Pursuant to the terms of the LOI, NewLeaf Brands will acquire 37.5% of all of the issued and outstanding shares in the capital of Trellis by way of a share exchange. In consideration for the Transaction, the Company will pay an aggregate amount of USD $2, 250,000, payable in the form of 28,000,000 common shares in the in the capital of Company to the Vendors. The share price is to be set on the closing price as of the date of signing the LOI.
Conditions to the Transaction
The Transaction is subject to the satisfaction of customary closing conditions, including as follows:
- the Company obtaining any requisite director and shareholder approvals;
- the completion of due diligence investigations to the satisfaction of the Company;
- the Company and Trellis entering into the definitive agreement; and
- all requisite regulatory and stock exchange approvals relating to the Transaction and Exchange approvals.
Additional Information Regarding the Transaction
The participation of the directors in this Transaction constitutes as a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction ("MI 61-101"). The Transaction is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority approval requirements of MI 61-101 pursuant to section 5.7(1)(a) on the basis that the fair market value of the director's participation is not more than 25% of the Company's market capitalization.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
ABOUT NewLeaf Brands
NewLeaf Brands, Inc. is an innovative Cannabidiol ("CBD") lifestyle Company. Through the Company's wholly-owned subsidiaries We are Kured, LLC, Drink Fresh Water, LLC, ReLyfe Brand, LLC and TeaLief Brand, LLC the Company's main business activities encompass the development, marketing, and distribution of CBD products (including vaporizer pens/cartridges, hot/cold tea, softgel capsules and beverages) throughout North America, South America, and Europe. In addition, NewLeaf Brands, Inc. has extensive retail and cultivation land investments in Oregon, USA.
For further information about NewLeaf Brands, please consult the Company's profile on SEDAR at www.sedar.com or visit the Company's website at www.NABrandsInc.com. For further information about We Are Kured, please visit their website at www.wearekured.com.
