Silo Wellness Announces LOI to Acquire NUGL/Kaya in a Transaction Valued at CAD $43,289,624.60; CSE to Halt Trading Until Shareholder Approval

Silo Wellness Announces LOI to Acquire NUGL/Kaya in a Transaction Valued at CAD $43,289,624.60; CSE to Halt Trading Until Shareholder Approval

Silo Wellness, Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("SILO") has confirmed its intention to acquire all of the issued and outstanding securities of NUGL Inc. (OTC Pink: NUGL) ("NUGL" or "TargetCo") in a transaction valued at CAD $43,289,624.60, subject to the terms and conditions set forth in the binding Letter of Intent executed on August 28, 2023 in an arms-length transaction.

Terms of the Transaction:

  • SILO shall hold an annual and general special shareholders meeting to obtain approval for the acquisition of NUGL/Kaya, to elect a new board that would result in a change of control of the resulting issuer, and for a potential share consolidation and potential name change.

  • SILO will acquire 100% of the issued and outstanding shares of NUGL in exchange for 2,010,000,000 shares from treasury (all shares herein are pre-consolidation), for a purchase price of CAD $40,200,000.00.

  • NUGL stock options, warrants, and other convertible securities will be adjusted to receive SILO Common Shares on an economically equivalent basis.

  • Silo Wellness will issue common shares in a best-efforts private placement financing to raise gross proceeds of CAD $250,000.00 to $2M at 2 cents per share to validate the purchase price and cover costs to close the transaction, as well as provide additional capital for strategic growth post-merger.

  • Finder's fee of 3% of the transaction shall be paid to NUGL board member Benjamin Kaplan and 3% to Silo CEO Mike Arnold for a total of 64,934,437 shares issued each.

  • The final structure of the Transaction is subject to receipt of final tax, corporate, and securities law advice and securities regulatory and CSE approval for both SILO and NUGL.

  • The combined market cap of the two companies at the CAD $0.02/share valuation would be CAD $43,289,624.60. NUGL shares are valued at CAD $0.0461 (USD $0.0344). Silo shares are valued at CAD $0.02. The effective time of the transaction will result in the listing of the shares of the combined company on the Canadian Securities Exchange ("CSE"). The CSE is likely to keep the stock halted until such shareholder decision due to the size of the transaction, the change of control, and the definition of fundamental change under the rules.

  • Audited financial information about NUGL Inc. will be provided to shareholders prior to the special shareholders meeting to vote on this acquisition. This information will also be included in the press release announcing the signing of the definitive agreement.

Contact Silo Wellness:
Mike Arnold, CEO
541-900-5871
IR at Silo Wellness dot com

For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.

For NUGL Media and Investor Relations, please contact:

David L. Kugelman
(866) 692-6847 Toll Free - U.S. & Canada
(404) 281-8556 Mobile and WhatsApp
dk@atlcp.com
Skype: kugsusa

About Silo Wellness

Silo Wellness Inc., founded in Oregon and a leader in psilocybin wellness retreats, is unwavering in its dedication to destigmatize and democratize transformative psychedelic experiences. Oregon trial lawyer and entrepreneur Mike Arnold founded Silo Wellness in 2018, and it stands as the state's only publicly traded company actively providing psilocybin experiences to clients. The company's retreats, currently set in the breathtaking landscapes of Jamaica with expansion plans in Oregon, facilitate personal healing journeys.

Silo Wellness has received significant media recognition for its groundbreaking work, notably including a feature in Anderson Cooper's CNN documentary, 'Magic Mushrooms: Can They Change Your Mind?' During this documentary (now on HBO Max), CNN Correspondent David Culver experiences on-camera psilocybin therapy, illuminating the transformative power of these experiences. It further emphasizes Silo Wellness's ambitious plans for a rural psilocybin service center in the Portland area, complete with overnight accommodations, pending land use permits. Acknowledging potential challenges and competition in this emergent field, Silo Wellness remains resolute in its mission to bring the healing power of psilocybin to those in need.

Please share and comment on Silo's posts on social media:

About Kaya Group and NUGL Inc.

Kaya is a leader in Jamaica's fast-growing hospitality and tourism industry through its three Kaya Herb House retail locations and Gap Café wellness center. Kaya Herb House Drax Hall near Ocho Rios is Jamaica's first legal Medical Marijuana dispensary and the company's flagship retail complex. It is also the base for Kaya's cultivation and processing operations. The second Kaya Herb House in Kingston is minutes from the Bob Marley Museum, Jamaica House, the Office of the Prime Minister, and the French Embassy in the heart of Kingston within the golden triangle. Kaya's third retail location in the historic town of Falmouth is minutes from the cruise ship terminal and about 30 minutes from Montego Bay. Kaya recently opened the first phase of its Wellness Center at The Gap Café, located in the pristine hills of the Jamaican Blue Mountains, approximately 21 miles from Kingston outside the entrance to Holywell Recreation Park. The Gap Café has been a Jamaican treasure for nearly a century. Kaya has operated it as a wellness center since December 2022.

Kaya offers tours of Kaya Farm at its Drax Hall location, with more than 45 different genetics being cultivated and processed. All of our Kaya Herb House retail locations include:

  • A Dab Bar Consumption Lounge.

  • An authentic Italian thin-crust pizzeria.

  • Our world-renowned Square Grouper bar.

Kaya targets the potential multibillion-dollar industry for developing, marketing, and distributing psilocybin mushrooms, which are legal in Jamaica, through its Kaya Extracts division. For more information about Kaya, please visit https://kayaherbhouse.com.

Follow Kaya on social media using the links below:

The NUGL platform provides companies in the cannabis industry with targeted networking and advertising opportunities to expand their reach by connecting with consumers where cannabis is legal.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/178740

News Provided by Newsfile via QuoteMedia

SILO:CNX
The Conversation (0)
Milestone in Psychedelic Wellness: Silo Wellness and NUGL's  Share Exchange Paves Way for Expansion and Collaboration

Milestone in Psychedelic Wellness: Silo Wellness and NUGL's Share Exchange Paves Way for Expansion and Collaboration

Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo" or "the Company"), a pioneer in the psychedelic and wellness space, and NUGL Inc. (OTC Pink: NUGL), a multifaceted Jamaican cannabis and psychedelics lifestyle company, are thrilled to announce a strategic partnership through Kaya Group to bring a comprehensive range of psychedelic wellness experiences and retreats in Jamaica. This partnership, executed August 2, 2023, entails a significant transaction that underscores the strategic value of this collaboration.

Key Highlights of the Transaction

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Jamaica Based Kaya Group Forges Partnership with Silo Wellness for Psychedelic Wellness Experiences and Retreats; Announces Share Exchange Agreement

Jamaica Based Kaya Group Forges Partnership with Silo Wellness for Psychedelic Wellness Experiences and Retreats; Announces Share Exchange Agreement

Kaya Group ("Kaya" or "the Company") (OTC: NUGL), the first medicinal Ganja herb house in the Caribbean and holistic, wellness-focused ecosystem, announced today a strategic partnership with Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo"), a pioneer in the psychedelic and wellness space, to offer a comprehensive range of incomparable psychedelic wellness experiences and retreats in Jamaica. The partnership combines Kaya's three Kaya Herb House retail locations and Gap Café wellness center with Silo's expertise in managing psilocybin wellness retreats in Jamaica's legal psilocybin market.

Key Highlights of the Transaction
Under the terms of the agreement, Silo Wellness acquired 25,081,369 shares of NUGL in exchange for the issuance of 15,293,640 shares of Class A common stock in Silo in this arms-length transaction. In accordance with the agreement, both Silo Wellness and NUGL are bound by conditions that prohibit the transfer or sale of purchased shares for a minimum period of 12 months, unless the shares have been properly registered under the Securities Act or are exempt from registration. Pursuant to CSE Policy 6.2(5), the shares will be issued after five business days (see the Form 9 filed on the CSE website) with price protection at the 20-day VWAP of CAD$0.012. There is no finder's fee and shareholder approval is not required due to the size of the transaction.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Can Psilocybin / Oregon's Silo Wellness "Change your Mind?" - Anderson Cooper's CNN Documentary with Journalist Tripping on Camera this Sunday; Debt Settlement Updates

Can Psilocybin / Oregon's Silo Wellness "Change your Mind?" - Anderson Cooper's CNN Documentary with Journalist Tripping on Camera this Sunday; Debt Settlement Updates

Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo" or "the Company"), a pioneer in psilocybin wellness retreats, is excited to announce its feature this Sunday on a groundbreaking CNN documentary episode of The Whole Story with Anderson Cooper.

The episode, entitled 'Magic Mushrooms: Can They Change Your Mind?' takes an unprecedented step in mainstream media coverage of psychedelic therapies: CNN Correspondent David Culver undergoes psilocybin therapy on camera, providing viewers with a firsthand perspective on the transformative journey. This is a follow-up on Mr. Culver's CNN story featuring Silo Wellness last November.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Moon Equity Holdings to Sell BitGift Asset to Silo Wellness in Exchange for a Dividend

Moon Equity Holdings to Sell BitGift Asset to Silo Wellness in Exchange for a Dividend

Via NewMediaWire Moon Equity Holdings Corp. ("MONI" or "the Company") (OTC: MONI) has signed a binding letter of intent ("LOI") to divest its BitGift asset to Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A), an Oregon-based psychedelics company, for a sum up to CAD$500,000. At closing, MONI plans to allocate the Silo shares as a dividend to MONI existing shareholders, based on a record date to be determined by FINRA.

Moon Equity Holdings CEO, Frank Ottaviani, stated, "We are pleased to have entered into this agreement with Silo Wellness, and we are looking forward to integrating the BitGift platform into Oregon's psilocybin market and beyond. This technology will provide significant value to Silo and its clients. This transaction is timely for MONI as we've been working to finalize our previously announced acquisition of MONI by an aviation company."

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Oregon Psilocybin Company Silo Wellness to Resume Trading on Canadian Securities Exchange

Oregon Psilocybin Company Silo Wellness to Resume Trading on Canadian Securities Exchange

Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A), is pleased to advise that trading of its common shares on the CSE will resume tomorrow (Tuesday, April 11, 2023). As previously announced, the cease trade order was revoked by the Ontario Securities Commission, and all outstanding annual filing documents have been filed by the Company.

Shareholder Updates

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Tryptamine Therapeutics Limited

Successful Maiden Dosing of TRP-8803 (IV-Infused Psilocin) Completed in Global First

Tryptamine Therapeutics Limited (‘Tryp’ or the ‘Company’) (ASX: TYP), a clinical-stage biotechnology company focused on the development of an innovative and scalable intravenous-infused psilocin formulation which may be used in conjunction with psychotherapy to address significant unmet medical needs, is pleased to advise that it has successfully and safely completed the world’s first participant dosing using TRP-8803 (IV-infused psilocin) in a patient in Adelaide, South Australia.

Keep reading...Show less
Longboard Pharmaceuticals Announces Positive Interim Results from the Open-Label Extension  of the Phase 1b/2a PACIFIC Study Evaluating Bexicaserin in Participants with Developmental and Epileptic Encephalopathies

Longboard Pharmaceuticals Announces Positive Interim Results from the Open-Label Extension of the Phase 1b/2a PACIFIC Study Evaluating Bexicaserin in Participants with Developmental and Epileptic Encephalopathies

  • Bexicaserin achieved an overall median seizure reduction of 56.1% in countable motor seizures over an approximate 6-month treatment period; participants randomized to the PACIFIC placebo group achieved a median seizure reduction of 57.3%
  • Favorable safety and tolerability results observed
  • 100% of participants who completed the PACIFIC Study entered the OLE
  • End of Phase 2 Meeting scheduled for this summer

Longboard Pharmaceuticals, Inc. (Nasdaq: LBPH), a clinical-stage biopharmaceutical company focused on developing novel, transformative medicines for neurological diseases, today announced positive interim results from its ongoing 52-week open-label extension of the PACIFIC Study evaluating bexicaserin (LP352) in participants ages 12-65 years old with Developmental and Epileptic Encephalopathies.

"We are thrilled to see a sustained, durable response in seizure reduction and a favorable safety and tolerability profile across a broad range of DEE patients. Additionally, we saw compelling seizure reduction in the PACIFIC placebo patients who transitioned to bexicaserin in the OLE. These data provide further support to bexicaserin's potential to offer a highly differentiated and best-in-class profile," stated Dr. Randall Kaye, Longboard's Chief Medical Officer.

News Provided by Business Wire via QuoteMedia

Keep reading...Show less
Surrozen Presents Preliminary Results from Phase 1a Study of SZN-043 in Healthy Volunteers and Patients with a History of Liver Cirrhosis at the 2024 European Association for the Study of the Liver  in Milan

Surrozen Presents Preliminary Results from Phase 1a Study of SZN-043 in Healthy Volunteers and Patients with a History of Liver Cirrhosis at the 2024 European Association for the Study of the Liver in Milan

SZN-043 is a novel biotherapeutic shown to potentiate Wnt signaling and induce proliferation of hepatocytes in preclinical models

Treatment with SZN-043 in the Phase 1a trial was safe and well tolerated in healthy volunteers and patients with a history of liver cirrhosis

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Annexon Announces Pricing of $125 Million Underwritten Public Offering

Annexon Announces Pricing of $125 Million Underwritten Public Offering

Annexon, Inc. (Nasdaq: ANNX), a biopharmaceutical company advancing a late-stage clinical platform of novel therapies for people living with devastating classical complement-mediated neuroinflammatory diseases of the body, brain, and eye, today announced the pricing of its previously announced underwritten public offering of 13,001,120 shares of its common stock at a price to the public of $6.25 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 7,000,000 shares of common stock at a purchase price of $6.249 per share, which equals the public offering price per share of the common stock less the $0.001 exercise price per share of each pre-funded warrant.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
MiNK Therapeutics Announces Virtual Annual Shareholders Meeting

MiNK Therapeutics Announces Virtual Annual Shareholders Meeting

MiNK Therapeutics, Inc. (NASDAQ: INKT), a clinical-stage biopharmaceutical company pioneering the discovery, development, and commercialization of allogeneic, off-the-shelf, invariant natural killer T (INKT) cell therapies to treat cancer and other immune-mediated diseases, today announced that its Annual Shareholders Meeting will begin at 9:30 a.m. ET. on June 12, 2024, and will be conducted in a virtual format only. Registration for attendees will start at 9:15 a.m. ET.

To participate in the Annual Shareholders Meeting, shareholders should visit www.virtualshareholdermeeting.com/INKT2024 and enter the 16-digit control number found in their proxy materials. Guests may also access the meeting in listen-only mode. No control number is required for guests.

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Atea Pharmaceuticals Presents Positive Initial Phase 2 Data for Bemnifosbuvir and Ruzasvir Combination for Treatment of Hepatitis C Virus at EASL Congress 2024

97% SVR12 Rate Observed with 8 Weeks of Treatment in Lead-In Cohort of HCV-Infected Patients in Ongoing Phase 2 Clinical Study

EASL Presentations Continue to Support Best-in-Class Potential with High Antiviral Potency, Short Treatment Duration, Low Risk of Drug Interaction and High Barrier to Resistance

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×