Mota Ventures Corp. (CSE:MOTA) (the “Company”) is pleased to provide an update regarding its proposed acquisition of the online distributor First Class CBD. As previously announced, the Company has signed a binding term sheet (the “Term Sheet”), dated effective January 2, 2020, with Unified Funding LLC (“Unified”), an arms’-length party, to acquire the operations of First Class CBD.
Based in Wyoming, First Class CBD offers a CBD hemp-oil formula intended to provide users with the therapeutic benefits that hemp may offer. The hemp oil used in the product is derived from hemp grown and cultivated in the United States. The extraction process is designed to maintain all of the beneficial qualities that the hemp may offer. First Class CBD offers a range of products, which include CBD oil drops, CBD gummies, CBD pain relief cream and CBD skin serum.
First Class CBD is a leader in online CBD sales in North America, and in the eleven months through to November 30, 2019, Unified generated revenue of approximately US$30,000,000 from the distribution of First Class CBD products, with a profit margin of approximately 9.5%. The Company cautions that figures for revenue and profit margin generated from the sale of First Class CBD products have not been audited, and are based on calculations prepared by management of Unified. Actual results may differ from those reported in this release once these figures have been audited.
For more information on First Class CBD, readers are encouraged to review their website, www.firstclasscbd.com.
The Term Sheet contemplates that the Company would acquire Unified’s First Class CBD business. Total consideration for the acquisition is anticipated to be US$32,000,000 (the “Purchase Price”), of which an aggregate of US$3,000,000 will be payable in a series of payments over a six-month period, and the balance in common shares of the Company at an effective price of Cdn$0.80 per share. All securities issuable in connection with the acquisition will be subject to the terms of a thirty-six (36) month time-release pooling arrangement, as well as a claw-back arrangement in the event revenue generated by First Class CBD in the 2020 calendar year does not exceed US$28,000,000. Unified will also be entitled to a bonus payment in the event revenue and profitability of First Class CBD in the 2020 calendar year exceeds certain agreed upon thresholds.
Completion of the acquisition of First Class CBD remains subject to finalization of a structure for the acquisition, giving consideration to appropriate tax and corporate factors, and the negotiation of definitive documentation in respect of the acquisition, which is expected to include an agreement by which Unified will continue to provide management and operational oversight for the business following closing. The acquisition cannot be completed until a structure and documentation have been finalized.
About Mota Ventures Corp.
Mota Ventures is seeking to become a large-scale vertically integrated low-cost producer and exporter of the highest quality CBD products. The Company currently controls a 2.5-hectare site located in Colombia, with optimal year round growing conditions and access to all necessary infrastructure. The site is located approximately 2 hours outside of Bogota 20 minutes away from the free trade zone and 30 minutes away from the international airport. Phase one development in Colombia will consist of a state of the art 60,000 square foot greenhouse with the capacity to produce more than 14,000,000 grams of non-psychoactive cannabis per year, along with build out of the Company’s extraction facilities. The Company intends to focus on CBD extraction to produce pure raw CBD, with the goal to make value added CBD products and create its own brand to be sold internationally. The Company anticipates completing phase one development in Colombia by the end of the third-quarter of 2020, at an estimated cost of approximately Cdn$1,300,000. Completion of phase one will also require completion of the acquisition of an additional 11-hectare site in Colombia, at a cost of approximately Cdn$500,000.
ON BEHALF OF THE BOARD OF DIRECTORS
MOTA VENTURES CORP.
Chief Executive Officer
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statement
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to completion of the acquisition of First Class CBD, the registration of cannabis strains, completion of a 60,000 square foot greenhouse in Colombia, the construction of an extraction facility, the international distribution of CBD products and the creation or acquisition of CBD brands. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States of America, its territories and possessions or the District of Columbia (the “United States”) and may not be offered or sold in the United States unless exemptions from the registration requirement of the U.S. Securities Act and applicable state securities laws are available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.
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