Business
AF1 Enters into a Letter of Intent to Acquire Interest in Purekana, LLC
Vancouver, British Columbia--(Newsfile Corp. - May 12, 2020) -  AF1 Capital Corp. (TSXV: ...
About this update from Af3 Capital Corp.
[{"type":"text","content":"AF1 Enters into a Letter of Intent to Acquire Interest in Purekana, LLCVancouver, British Columbia--(Newsfile Corp. - May 12, 2020) -  AF1 Capital Corp. (TSXV: AFC.P) (\"AF1\" or the \"Corporation\") is pleased to announce that AFI has entered into a non-binding letter of intent (the \"LOI\") dated May 11, 2020, with Heavenly RX Ltd. (\"Heavenly RX\"), PureKana, LLC (\"PureKana\"), Cody J. Alt, and Jeff Yauck, outlining the terms and conditions of a proposed transaction (the \"Proposed Transaction\") pursuant to which AF1 would acquire Heavenly RX's indirectly-held 50.1% equity interest in PureKana. The LOI was negotiated at arm's length.AF1 is a \"Capital Pool Company\" (\"CPC\") and intends the Proposed Transaction to constitute a \"Qualifying Transaction\" as such terms are defined in Policy 2.4 - Capital Pool Companies (the \"CPC Policy\") of the TSX Venture Exchange (the \"TSXV\"). Upon successful completion of the Proposed Transaction, the Corporation will change its name to \"PureKana Corp.\", or such other name as agreed by the parties, subject to applicable regulatory approvals. About PureKana, LLCRecognized as a leading cannabidiol (\"CBD\") brand in the United States, PureKana has operated a profitable direct-to-consumer online business since its inception in 2017. Their 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. Details of the Proposed TransactionThe LOI sets out certain non-binding understandings and binding agreements between AF1 and Heavenly RX, PureKana, Cody J. Alt, and Jeff Yauck, including the following terms and conditions set out on a non-binding basis in the LOI, including:AF1 will acquire Heavenly RX's indirectly-held 50.1% equity interest in PureKana (the \"Significant Assets\") for US$68,857,500 (the \"Purchase Price\"), to be satisfied through the issuance of shares and assumption of certain debts related to the Significant Assets, subject to negotiation and adjustment based on the parties' due diligence investigations and final agreement on the valuations of PureKana and AF1.Prior to closing of the Proposed Transaction, the common shares of AF1 (the ...