Laguna Blends Inc. (CSE: LAG) (OTC Pink: LAGBF) (FSE: LB6A.F) (“Laguna” or the “Company”) is pleased to announce that pursuant to the terms of a share exchange agreement dated April 27, 2017 (the “Agreement“) with ISO International, LLC, a limited liability company organized under the laws of the State of Wyoming and doing business as Isodiol (“ISO“) and the sole member thereof, as previously announced on April 28, 2017, the Company has completed the acquisition of 100% of the issued and outstanding membership interests of ISO (the “Transaction“). As a result of the completion of the Transaction, ISO has become a wholly-owned subsidiary of the Company.
Upon closing of the Transaction, the Corporation issued an aggregate of 37,500,000 common shares in the capital of Laguna (the “Payment Shares“) to the ISO member at a deemed price of $0.12 per share and made a cash payment of US$500,000 as provided in the Agreement. The Company will pay an additional US$5,500,000 over the next 12 months.
The Payment Shares are subject to a four month hold period under applicable securities laws expiring on September 16, 2017 and are also subject to a subsequent voluntary hold period in which the Payment Shares will be released on a schedule of 1/12 per month over a period of 12 months.
In connection with the Transaction, the company issued 10,566,500 common shares (the “Finders’ Fee Shares“) at a deemed value of $0.12 per Finders’ Fee Share to an arm’s length party to the Company representing 10% of the value of the Transaction. The Finders’ Fee Shares are subject to a statutory hold period expiring on September 16, 2017.
The Company is also pleased to announce a non-brokered private placement (the “Offering“) of up to 33,333,334 units (the “Units“) at a price of $0.12 per Unit for proceeds of up to $4,000,000. Each Unit consists of one common share in the capital of the Company (a “Share“) and one common share purchase warrant (a “Warrant“). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.25 per Share for a period of 24 months from the date of issuance.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.
The Company will use the proceeds of the Offering to fund the Transaction and for general working capital.
Appointment of Director and Officer
Ray Grimm Jr. has resigned as the CEO and President as well as from the Board of Directors of Laguna. As an instrumental part of the early success of the new direct to consumer sales channel, Ray will continue to work as an advisor and oversee various aspects of this division.
Mr. Grimm stated “I’m very proud to have steered Laguna over the last five months through this transition period. With the completion of the acquisition of Isodiol, Laguna will be poised to become the Global leader in the Cannabis space and will focus on product development for the pharmaceutical sector. I will continue to focus on growing the direct to consumer marketplace which will be a great revenue producer for the Company.”
Marcos Agramont has been named Chief Executive Officer of the Company and will also serve as a Board member.
About Laguna Blends Inc.
Laguna Blends is a market leader in the distribution of cannabis based products. Laguna’s growth strategy includes acquiring and incubating companies who formulate and/or manufacture cannabis products. Laguna provides the highest quality products and experience for consumers, utilizing a proprietary nanotechnology in its consumable and topical skin care products. Laguna is currently seeking joint ventures and acquisitions to expand its portfolio and will aggressively continue its international expansion into Latin America, Asia and Europe throughout 2017.
On behalf of the Board
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The CSE has neither approved nor disapproved the information contained herein.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, products and future the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Such forward looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation, and does not intend, to update any forward looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.
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