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VANCOUVER, British Columbia, December 31, 2020 (GLOBE NEWSWIRE) – PureK Holdings Corp. (the “Company“) (TSX Venture: PKAN), as well as its majority-owned CBD subsidiary, PureKana LLC, (“PureKana“), Is pleased to announce that as of today, it has entered into a binding letter of intent (“LAW“) With DTC Brands, LLC to acquire No BS Life, LLC (“No BS skin care”), Industry leader in clean formula skin care and beauty. The transaction is an arm’s length acquisition and all figures in this press release are in US dollars, unless otherwise noted.
Pursuant to the binding letter of intent, PureK Holdings Corp. and its subsidiary PureKana will acquire all of the issued and outstanding units of No BS Life, LLC, with 65% of the purchase price payable by PureK Holdings Corp. and 35% payable by PureKana, with the resulting proportional property interest. PureK Holdings Corp. will issue $ 4 million payable in unsecured convertible debentures, with 3.25% uncompounded interest, payable in cash or in common shares of PureK Holdings Corp. at the discretion of PureK Holdings Corp. no later than twenty-four (24) months following the closing date. A cash payment of $ 500,000 will be made within six (6) months of the closing date. Current members of DTC Brands, LLC will be eligible to receive additional compensation of $ 1 million if the company’s revenue and EBITDA are equal to or greater than $ 6 million and $ 360,000, respectively, in fiscal 2021, and / or $ 2.5 million if the Company’s revenues and EBITDA exceed $ 8. and $ 480,000, respectively, in fiscal 2022. Other than the issuance of the above-mentioned unsecured convertible debentures, no long-term debt is assumed. The parties intend to complete these transactions as soon as possible and will use commercially reasonable efforts to ensure that closing occurs no later than January 31, 2021.
No BS Skincare was founded to provide consumers with an all-natural, eco-friendly alternative to the excesses of the beauty industry. The company’s products are made from powerful, plant-based and scientifically proven natural ingredients and – unlike other skin care solutions – without any harmful chemicals like parabens, sulfates or phthalates. , and without synthetic fragrances. All of the company’s products are responsibly made in America and are never tested on animals.
“We are excited to partner with PureK and leverage the synergies to take the No BS business to the next level, while expanding our mission to serve consumers with radically clean products that deliver powerful results,” said Diana Briceno, CEO of No BS Skincare.
The main growth areas of PureK Holdings Corp. fall under the categories of skin and pet care, global market entry and omnichannel expansion. With the addition of No BS Skincare to its portfolio, PureK Holdings Corp. is positioned to capitalize on what is expected to be strong growth in both the global skin care and beauty markets and the product market. of CBD consumption. The global CBD-infused skin care market is expected to reach $ 3.2 billion by 2025, with a compound annual growth rate (CAGR) estimated at over 25% during that time, according to Allied Market Research. The global skin care market was estimated to be around $ 198.3 billion by 2025, according to Statista. In addition, the Company sees significant favorable winds in its current portfolio of plants. According to Meticulous Research, the herbal product category is expected to reach $ 74.2 billion by 2027, with a CAGR of 11.9%.
“No BS Skincare’s unique approach to its portfolio is perfectly suited to fuel PureK Holdings’ holistic wellness growth strategy,” said Kathy Casey, CEO of PureK Holdings Corp. “We see synergies in our common mission to democratize herbal wellness through the powerful combination of nature and science. Their extremely talented team will indeed expand our expertise and capabilities.
As previously reported on December 22, 2020, the Company secured $ 10 million in debt financing under the Federal Reserve’s Main Street loan program. The loan provides PureKana LLC with low-cost capital to grow its business in its ever-evolving CBD hub and wellness products, both in the United States and in some international markets. For more information, please see the company’s press release dated December 22, 2020.
About PureK Holdings Corp.
PureK Holdings Corp. indirectly holds a 50.1% stake in PureKana. PureKana is recognized as one of the top 10 cannabidiol (“CBD“) in the United States and has operated a profitable direct-to-consumer online business since its inception in 2017. Its product line includes high-quality CBD that can be consumed in the form of tinctures, capsules, topicals, patches , and gummy candies. PureKana’s brand and direct-to-consumer marketing expertise has helped make PureKana one of the leading brands of online CBD in the United States. The online presence is now expanded to include wider outlets, as well as to other countries. PureKana operates legally in the jurisdictions in which it does business. PureKana’s website is: https://purekana.com/investor-relations/
For more information:
Brian Meadows
Financial director
Phone: +1 (855) 553-7441
Email: [email protected]
Daniel Nussbaum
Media and investor relations
Phone: +1 (917) 232-8960
Email: [email protected]
Forward-looking information
Certain statements contained in this press release constitute “forward-looking information” and “forward-looking statements” as such terms are used in applicable Canadian securities laws. Forward-looking statements and information are based on management’s plans, expectations and estimates on the date the information is provided and are subject to certain factors and assumptions, including the financial position and development plans of the company. do not change due to unforeseen circumstances. events and the company obtains regulatory approval. PKAN’s obligation to close will be subject to TSX Venture Exchange approval and standard closing conditions for transactions of this nature, including, but not limited to, (i) the accuracy of representations and warranties and compliance with commitments and obligations, (ii) no material adverse effects, (iii) absence of litigation, restraining orders, injunctions or other legal restrictions and (iv) receipt of regulatory consents and third parties required, legal opinions, certificates of officers and secretaries, (v) signing of employment contracts or approval of existing employment contracts with key persons determined by the buyers (which employment contracts will include non-competition and non-solicitation restrictions, among other provisions), (vi) other customary closing documents and conditions. Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause actual plans, estimates and results to differ materially from those projected in such forward-looking statements and information. Factors that could cause the forward-looking statements and information contained in this press release to change or be inaccurate include, but are not limited to, the risk that any of the assumptions mentioned may not be valid or reliable, that events such as those mentioned above are carried out and result in delays, or stoppage of planned work, as the financial situation and development plans of the company change, and delays in regulatory approval, as well as other risks and uncertainties applicable to the CBD industry and to the Company as set out in the Company’s filing statement with respect to its qualifying transaction filed under the Company Profile at www.sedar.com. The Company assumes no obligation to update forward-looking statements and information, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/057c2126-8397-44da-90eb-2f7207c8e48b
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