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AF1 Announces Execution of Business Combination Agreement to Acquire Interest in PureKana, LLC

Vancouver, British Columbia--(Newsfile Corp. - November 23, 2020) - AF1 Capital Corp. (TSXV: A...

articleAf3 Capital Corp.November 23, 20204/company/af3-capital-corp/news/af1-announces-execution-of-business-combination-agreement-to-acquire-interest-in-purekana-llc
AF1 Announces Execution of Business Combination Agreement to Acquire Interest in PureKana, LLC

About this update from Af3 Capital Corp.

[{"type":"text","content":"AF1 Announces Execution of Business Combination Agreement to Acquire Interest in PureKana, LLCVancouver, British Columbia--(Newsfile Corp. - November 23, 2020) - AF1 Capital Corp. (TSXV: AFC.P) (\"AF1\" or the \"Corporation\") is pleased to announce that it has entered into a business combination agreement dated November 20, 2020 (the \"Business Combination Agreement\") with Heavenly Rx Ltd. (\"Heavenly\"), Heavenly Rx, LLC (\"Heavenly Subco\"), PureKana, LLC (\"PureKana\"), Cody J. Alt and Jeff Yauck (the \"PureKana Founders\") pursuant to which AF1 will acquire Heavenly's indirectly-held 50.1% equity interest in PureKana (the \"Proposed Transaction\"). The Proposed Transaction is expected to constitute AF1's Qualifying Transaction under Policy 2.4 - Capital Pool Companies (\"Policy 2.4\") of the TSX Venture Exchange (the \"TSXV\"), subject to TSXV final approval. Upon completion of the Proposed Transaction, it is the intention of the parties that the Resulting Issuer (as defined below) will be named \"PureK Holdings Corp.\" and will continue the business of PureKana as a Tier 1 Industrial Issuer on the TSXV. A copy of the Business Combination Agreement will be made available on AF1's SEDAR profile at www.sedar.com. AF1 is also pleased to announce that it has received conditional approval from the TSXV for the Proposed Transaction and will file its filing statement dated November 20, 2020 with respect to the Proposed Transaction on its SEDAR profile at www.sedar.com (the \"Filing Statement\"). It is anticipated that the closing of the Proposed Transaction will occur on or about December 3, 2020.About PureKana, LLCPureKana is recognized as a leading cannabidiol (\"CBD\") brand in the United States and has operated a profitable direct-to-consumer online business since its inception in 2017. Its product lineup includes high quality CBD that can be consumed in the form of tinctures, capsules, topical salves, oral sprays, and gummies. PureKana's brand and direct-to-consumer marketing expertise has helped to establish PureKana as one of the leading online CBD brands in the United States. PureKana operates legally in the jurisdictions where it carries on business.The following table sets out selected financial information of PureKana for the periods indicated. The selected financial information for the years ended December 31, 2018 an...

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