AF1 Enters into a Letter of Intent to Acquire Interest in PureKana, LLC

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Vancouver, 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, LLC

Recognized 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 Transaction

The 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 “AF1 Shares“) will be consolidated on a 5:1 basis, or such other ratio as the parties may determine.

  • Concurrently with closing of the Proposed Transaction, or shortly thereafter, Heavenly RX will distribute a portion of the post-consolidation AF1 Shares issued in partial satisfaction of the Purchase Price to its shareholders by way of a dividend or return of capital.

The Proposed Transaction is subject to, among other things, completion of satisfactory due diligence, the negotiation of a definitive agreement (the “Definitive Agreement“) setting out binding transaction terms, receipt of all requisite security holder and regulatory approvals, including approval of the TSXV, and additional conditions to be set out in the Definitive Agreement. The Proposed Transaction is not a Non-Arm’s Length Transaction, as defined under applicable TSXV policies.

In connection with the Proposed Transaction, AF1 expects to pay a finders’ fee of up to US$500,000 to be satisfied through the issue of post-consolidation AF1 Shares upon closing of the Proposed Transaction.

Further details, including the definitive terms of the Proposed Transaction, will be provided by AF1 in a subsequent news release.

Trading in AF1 Shares on the TSXV has been voluntarily halted and will remain so until the documentation required by the TSXV has been reviewed and accepted by the TSXV.

Bridge Financing

Upon entering into a Definitive Agreement, AF1 will provide to Heavenly RX a secured loan or refundable deposit of up to C$225,000 on terms to be agreed upon and in compliance with section 8.5 of the CPC Policy.

Exclusivity

The parties have agreed that from the date of the LOI until the earlier of the termination of the LOI or the closing of the Proposed Transaction, they will not enter into or continue negotiations or discussions with any third party, in any manner in respect of the transaction contemplated by the LOI or any transaction which would be inconsistent with the matters contemplated by the LOI.

Change of Director

Effective May 11, 2020, Mr. Peter Simeon has resigned as a director of AF1, and Mr. Steven Agnew has been appointed to the board. Mr. Agnew is a corporate and securities lawyer with fourteen years of experience advising public companies on capital markets and M&A transactions.

About the Corporation

AF1 is a CPC within the meaning of the CPC Policy that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

For further information, please contact: Michael Galloro, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director of AF1 at:

Telephone: (416) 907-5644 ext. 105

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

All information contained in this news release with respect to Heavenly RX and PureKana was supplied by Heavenly RX, and AF1 has relied on the accuracy of such information without independent verification.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative if these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may”, or “will” happen. Forward-looking information contained in this press release includes, without limitation, expectations regarding entry into a Definitive Agreement, the terms of the Proposed Transaction, the advance of any bridge financing from AF1 to Heavenly RX and the amount of such financing, the satisfaction of conditions to closing of the Proposed Transaction, and expectations for other economic, business, and/or competitive factors.

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of AF1 considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

The forward-looking information contained in this press release is stated as of the date of this press release, and AF1 does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55774