Thoughtful Brands Inc. has acquired all of the outstanding share capital of American CBD Extraction Corp.
Through its Kentucky-based subsidiary, American CBD has the ability to process over 1,200 lbs. of hemp per day to produce winterized crude. With the acquisition of American CBD, Thoughtful Brands will immediately adopt a vertically integrated model, controlling each aspect of its supply chain, including production, logistics and value chain.
"The acquisition of American CBD marks a promising new phase for the Thoughtful Brands," said CEO Ryan Dean Hoggan. "With vertical integration taking effect immediately, we look forward to the entire business benefitting through reduced costs, additional expansion opportunities and product innovation."
Through the acquisition of American CBD, the Company has acquired an abundance of hemp biomass along with a fully equipped and licensed 41,000 square foot facility that can process more than 1,200 pounds of hemp per day. This enables new focuses for Thoughtful Brands across multiple means of production, including the launch of new superior quality, proprietary CBD brands with products made from hemp they extract and produce themselves. In addition, Thoughtful Brands plans to develop products for future brand clients and will also become a wholesale supplier of hemp biomass. Thoughtful Brands will also utilize American CBD’s technological and scientific expertise to enhance the formulations of the direct-to-consumer CBD brands currently under the Company's umbrella.
"We look forward to closing 2020 on a high note and an array of new initiatives in 2021," added Hoggan.
The acquisition of American CBD proceeded pursuant to an amalgamation agreement among the Company, a wholly owned subsidiary of the Company ("Subco") and American CBD (the "Definitive Agreement"). Pursuant to the Definitive Agreement, American CBD amalgamated with Subco, and the resulting amalgamated entity is now a wholly-owned subsidiary of the Company (the "Transaction"). In consideration for the completion of the Transaction, the Company has issued 110,000,000 common shares ("Consideration Shares") to the shareholders of American CBD in exchange for every share of American CBD they held.
The Consideration Shares are subject to a voluntary pooling arrangement, from which 25% of the Consideration Shares were released on the closing date of the Transaction, with a release of an additional 25% after each subsequent 90-day period.
In connection with the closing of the Transaction, the Company has also entered into an operating agreement (the "Operating Agreement") with 9112-7258 Quebec Inc. (the "Operator") for the operation of the American CBD assets in Jenkins, Kentucky. Pursuant to the Operating Agreement, the Company has paid the Operator a bonus of Cdn$1,300,000, which has been settled through the issuance of 13,000,000 common shares of the Company (the "Bonus Shares"). In addition to the Bonus Shares, the Operator will be entitled to receive a Cdn$2,000,000 payment ("Milestone Payment") from the Company upon (i) the achievement of cumulative sales of over USD$1,000,000 produced from the Kentucky facility acquired as part of the Transaction; or (ii) the entering into of a supply agreement with a third-party to deliver finished product on a wholesale basis at a price less than the manufacturing cost of similar product by the Company. The Milestone Payment will be settled through the issuance of common shares of the Company ("Milestone Shares"), which shall be valued based on the five-day volume weighted average closing price of the Company's shares on the Canadian Securities Exchange immediately prior to the milestone payments becoming payable.
The Company is at arms-length from American CBD and its shareholders. The Transaction neither constitutes a fundamental change nor a change of business for the Company, nor has it resulted in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. In connection with the completion of the Transaction, the Company has issued 1,100,000 common shares to an arms-length third-party who assisted with facilitating the Transaction.
About Thoughtful Brands Inc.
Thoughtful Brands Inc. is an eCommerce technology company that researches, develops, markets, and distributes natural health products through various brands in North America and Europe. Through continuous strategic acquisitions, the Company has a strong footprint in the CBD market. Thoughtful Brands currently owns and operates multiple direct to consumer CBD brands and is positioning itself to become vertically integrated through the acquisition of American CBD Extraction Corp.
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