Mota Ventures Corp. (CSE:MOTA, FSE:1WZ:GR, OTCPINK:PEMTF) (the “Company” or “Mota”) is pleased to announce that further to its January 10, 2020 news release, it has now acquired the intellectual property and trade names of Sativida from Sativida OU (Estonia). The Company will license both back to Sativida OU’s subsidiary, VIDA BCN LABS S.L. (collectively with Sativida OU, “Sativida”) in exchange for a royalty associated with the gross revenues generated by Sativida.
Sativida is an arms’-length producer and online retailer of cannabidiol (“CBD”) and branded CBD products in various jurisdictions in Europe, including Spain, Portugal, Austria, Germany, France and the United Kingdom. Sativida currently develops and retails a vast range of organic CBD oils and cosmetics across Europe and is in the process of expanding its distribution network internationally to include the United States. Sativida has become the number one search-ranked online retailer of CBD products in Spain and Mexico, and intends to continue its expansion into other countries in Europe and Latin America.
Through Mota, Sativida has an agreement with Unified Funding, LLC (“Unified”) for the expansion of the brand into the United States. Unified will provide assistance to Sativida with product sourcing, packaging, shipping, payment infrastructure and marketing in the United States. Unified Funding is an e-Commerce and technology company focused on serving U.S.-based and international consumers in the CBD and natural health products market. Powered by its proprietary technology platform, Unified has created an e-Commerce ecosystem to scale its brands through data analysis, strategic customer acquisition and supply chain management. Since June 2015, Unified has generated a database of over 4.5 million consumers and has facilitated over US$200 million in consumer transactions from more than one million paying customers.
“I am very excited to announce the acquisition of the Sativida brand. This gives Mota immediate entry into the European market and will be a building block for our planned European expansion. Mota’s U.S. operation, First Class CBD, is set to enter the European market and we expect the acquisition of the Sativida brand to expedite this expansion. Furthermore, our partnership with Unified Funding, LLC, the e-Commerce platform behind the success of First Class CBD, will allow us to bring the Sativida brand to the U.S. market as well,” stated Ryan Hoggan, CEO of the Company.
Noah Laith, founder of Sativida, commented, “Joining Mota is a major step for Sativida that will provide access to the capital, connections and infrastructure necessary to grow our business in Europe and internationally.”
Pursuant to the previously announced binding agreement with Sativida dated January 9, 2020 (the “Transaction Agreement”), the Company was granted the right to acquire Sativida in stages (the “Transaction”), at the discretion of the Company, as certain corporate and intellectual property registrations were completed. To accomplish this, the Company set up a wholly-owned Spanish subsidiary (“Spanish Subco”) and coordinated the registration of various intellectual property and trade names associated with business operations of Sativida.
The Company, through Spanish Subco, has now completed the acquisition of the intellectual property and trade names of Sativida in Spain, and will license both back to Sativida in exchange for a royalty associated with the gross revenues generated by Sativida. Pursuant to the Transaction Agreement, the Company also holds the right to acquire, through Spanish Subco, all of the outstanding share capital of Sativida at any time for no additional consideration.
Consideration for the Transaction is made up of an initial component of €2,000,001 (the “Consideration”) and an earn-out component made up of three milestone payments based upon the revenue of Sativida (each, a “Milestone Payment”). The Consideration was paid in 5,496,221 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.5689 per share. Each Milestone Payment will be based on a 400% multiple of Sativida’s revenue until the aggregate of the Initial Consideration and Milestone Payments reaches €4,000,000, at which point the multiple will be reduced to 100%. In no event will the combined Milestone Payments and the value of the Initial Consideration exceed €15,000,000. Payment of the Milestone Payments will be satisfied by the Company issuing common shares (“Milestone Shares”) to Sativida. The total number of Milestone Shares issuable to Sativida will be determined by dividing the amount due by the volume weighted average closing price of the Company’s common shares on the Canadian Securities Exchange in the ten trading days prior to the day that the Milestone Payment is due.
The Consideration Shares and the Milestone Shares will each be subject to a 36-month pooling arrangement such that 10% of the Consideration Shares, or the Milestone Shares, as applicable, will be released from escrow on upon their issuance, with an additional 15% being released every six-months thereafter until all Consideration Shares or all Milestone Shares, as applicable, are released.
As part of the Transaction, Mota Ventures will enter into employment contracts with certain employees of Sativida and will provide an option pool that may be divided among the employees of Sativida equal to €60,000 in stock options of Mota Ventures for every €1,000,000 in revenue that Sativida earns, subject to certain conditions. Additionally, Mota Ventures has paid a 10% finder’s fee based on the total value of the Consideration Shares (528,072 common shares) to certain finders that assisted in introducing the Transaction to the parties as well as a 2% administrative success fee based on the total value of the Consideration Shares (105,614 common shares) to a consultant who assisted in the administration of the transaction.
The Company and Sativida are at arms’-length. The Transaction is not expected to result in a “reverse-takeover” or “fundamental change” for the Company under the policies of the Canadian Securities Exchange, or result in the creation of any new insider or control person of the Company. No changes to the board of directors, or management, of the Company are contemplated in connection with the Transaction.
About Mota Ventures Corp.
Mota is seeking to become a vertically integrated global CBD brand. Its plan is to cultivate and extract CBD into high-quality value-added products from its Latin American operations and distribute it both domestically and internationally. Its existing operations in Colombia consist of a 2.5-hectare site that has optimal year-round growing conditions and access to all necessary infrastructure. Mota is looking to establish sales channels and a distribution network internationally through the acquisition of the Sativida and First Class CBD brands. Low cost production, coupled with international, direct to customer sales channels will provide the foundation for the success of Mota.
Sativida is a producer and online retailer of CBD and branded CBD products in various jurisdictions in Europe, including Spain and the United Kingdom. Sativida currently develops and retails a vast range of organic CBD oils and cosmetics across Europe and is currently expanding its distribution network internationally. For more information on Sativida, readers are encouraged to review their website at www.sativida.es.
ON BEHALF OF THE BOARD OF DIRECTORS
MOTA VENTURES CORP.
Chief Executive Officer
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statement
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to the expansion of Sativida’s business and entrance into the U.S. market, the expansion of First Class CBD’s business and entrance into the European market, its plans to become a vertically integrated global CBD brand, its plans to cultivate and extract cannabis to produce CBD and high-quality value added CBD products in Latin America for distribution domestically and internationally. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this 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. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.