Business
North Bud Farms Clarifies Terms of Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor
North Bud Farms Clarifies Terms of Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor.
About this update from North Bud Farms Inc
[{"type":"text","content":"\nTORONTO, March 07, 2019 (GLOBE NEWSWIRE) -- North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) (\"NORTHBUD\" or the \"Company\") clarifies the terms of its press release dated March 6, 2019 with respect to entering into the March 3, 2019 binding letter of intent (“LOI”) to acquire all the issued and outstanding shares of Eureka Vapor LLC. and all of its subsidiaries (“Eureka”), a U.S. multi-state cannabis operator, and arm’s length to the Company, in a transaction valued at CAD$20 million (the “Transaction”). The completion of the Transaction is subject to the following conditions precedent: (i) obtaining the necessary board of director and shareholder approval of the Company and Eureka; (ii) the Company and Eureka satisfying respective due diligence of the other on or before May 30, 2019; (iii) entering into of a definitive agreement (the “Definitive Agreement”) in respect of the Transaction; and (iv) obtaining necessary regulatory and CSE approval. The Company and Eureka shall use commercially reasonable best efforts to satisfy the aforementioned condition precedents as soon as possible, but in any event no later than June 1, 2019 (the “Termination Deadline”) or another date as may be agreed to by the parties. In the event that the conditions precedent have not been satisfied or waived prior to the Termination Deadline, the LOI will automatically terminate.\n As referenced in its March 6, 2019 press release, the purchase price of Eureka under the Definitive Agreement will be satisfied by the issuance of common shares (“Common Shares”) of the Company to Eureka shareholders with a price per Common Share to be determined based on a formula of the higher of (a) CAD$0.35 per Common Share; and (b) the 30 day volume weighted average price of the Common Shares. 10% of the Common Shares will be issued to the Eureka shareholders on the closing date of the Transaction (the “Closing Date”), with the remainder of Common Shares issued in equal tranches of six, twelve, eighteen, and twenty-four months from the Closing Date. In addition, Eureka shareholders are eligible to receive up to an additional CAD$25 million of Common Shares based on the achievement of USD$25 million of revenue derived from existing Eureka California and Colorado operations. T...