PureK Holdings Corp. (the "
Company" or
“
PureK”) (TSX Venture: PKAN), along with its
majority-owned CBD subsidiary company, PureKana LLC,
(“
PureKana”), is pleased to announce that it has
executed a binding letter of intent (“
LOI”) to
acquire Nirvana Group, LLC (“
Nirvana”), a
Florida-based company specializing in the development,
manufacturing, and distribution of all-natural pet wellness
products and which includes the BudaPets brand.
According to a recent report from Fior Markets, the global pet
care industry is expected to reach approximately $358.6 billion by
2027, at a compound annual growth rate (CAGR) of six percent.1
Another recent report by Mordor Intelligence found that significant
opportunity exists in the U.S. pet care market as consumer demand
for all-natural pet products continues to increase, with consumers
becoming ever more conscious about maintaining their pets’
health.
The BudaPets brand joins the Company’s existing
pet care portfolio, which includes PureKana Pet, a division of the
Company’s market-leading CBD company, PureKana. As previously
announced in a news release dated December 31, 2020, PureK also
recently executed a binding LOI to acquire No B.S. Skincare, the
industry-leading clean-formula skin care and beauty company. The
Company’s planned acquisition of both brands serves to strengthen
its foothold in some of the fastest-growing global market
categories.
“We are excited to welcome the BudaPets brand
into the PureK Holdings portfolio to address a broader base of
consumers as well as the wellness needs of their best friends,”
said Kathy Casey, CEO of PureK. “BudaPets fits perfectly into PureK
Holdings’ growth strategy focusing on the global pet care,
skincare, and plant-based food and beverage categories. BudaPets
now joins the PureKana and No B.S. brands in our mission to lead
category innovation where nature meets science.”
BudaPets’ product line includes Calming, Hip and
Joint, Omega Bites, and Dental Chews products. All of BudaPets’
products are created with the highest-quality CBD from hemp extract
and natural ingredients to improve the quality of life of pets and
of livestock. All BudaPets products are manufactured and processed
in the United States and adhere to strict manufacturing standards.
In January 2020, BudaPets received National Animal Supplement
Council (NASC) certification for its natural hemp-derived pet
supplement product line, one of the highest-level certifications in
the pet care industry.
“We are thrilled to join PureK Holdings Corp.
and their growing family of all-natural, plant-based wellness
brands,” said Diana Albadan, founder of BudaPets. “We are dedicated
to promoting the well-being of pets by creating high-quality,
natural products informed by science. BudaPets looks forward to
working with the PureK Holdings Corp. family of brands to provide
consumers with both animal health and natural wellness products on
a singular platform.”
Under the terms of the binding LOI, PureK will
acquire all of the issued and outstanding membership units of
Nirvana, including the BudaPets brand. PureK will issue USD$1.5
million in unsecured convertible debentures, with 3.25%
non-compounding interest per annum, with a maturity date that is
twenty-four (24) months following the date of closing. Current
members of Nirvana will have the option, on a monthly basis, to
convert any portion of the convertible debentures into common
shares of the Company (“Common Shares”) at a price equal to the
15-day volume weighted average price of the Common Shares on the
TSX Venture Exchange as of the date of conversion. In addition,
current members of Nirvana will be eligible to receive earnout
compensation of USD$500,000, payable in Common Shares, if Nirvana’s
net revenue equals or exceeds USD$1 million for the 2021 fiscal
year, and an additional USD$1 million payable in Common Shares if
Nirvana’s net revenue exceeds USD$2.5 million for the 2022 fiscal
year. The transactions are at arm’s length, and, other than the
issuance of the unsecured convertible debentures noted above, there
is no long-term debt being assumed. The parties intend to complete
these transactions as soon as is practicable and will use
commercially reasonable efforts for the closing to occur no later
than January 31, 2021. Closing of the proposed acquisition will be
subject to customary closing conditions, including approval of the
TSX Venture exchange.
About PureK Holdings Corp.
PureK Holdings Corp. indirectly owns a 50.1%
equity interest in PureKana. PureKana is recognized as a Top 10
cannabidiol ("CBD") brand in the United States and
has operated a profitable direct-to-consumer online business since
its inception in 2017. Its product lineup includes high quality
CBD that can be consumed in the form of tinctures, capsules,
topicals, patches, 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. The online presence is now being expanded into broader
retail outlets, as well as into additional countries. PureKana
operates legally in the jurisdictions where it carries on
business. PureKana's website is:
https://purekana.com/investor-relations/
For further information:
Brian MeadowsChief Financial OfficerPh: +1 (855) 553-7441Email:
ir@purekana.com
Daniel NussbaumMedia and Investor RelationsPh: +1 (917)
232-8960Email: Daniel@amwpr.com
Forward-Looking Statements and Information
Certain statements contained in this news
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 plans, expectations and estimates of
management at the date the information is provided and are subject
to certain factors and assumptions, including, that the Company’s
financial condition and development plans do not change as a result
of unforeseen events and that 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, among other things, (i) accuracy of
representations and warranties and compliance with covenants and
obligations, (ii) no material adverse effect, (iii) the absence of
litigation, restraining orders, injunctions or other legal
restraints and (iv) receipt of required regulatory and third party
consents, legal opinions, officers' and secretary's certificates,
(v) signing of employment agreements, or approval of existing
employment agreements with key individuals as determined by the
Company (which employment agreements may include non-competition
and non-solicitation restrictions, among other provisions), (vi)
other customary closing documentation and conditions.
Forward-looking statements and information are subject to a variety
of risks and uncertainties and other factors that could cause
plans, estimates and actual results to vary materially from those
projected in such forward-looking statements and information.
Factors that could cause the forward-looking statements and
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company’s
financial condition and development plans change, and delays in
regulatory approval, as well as the other risks and uncertainties
applicable to the CBD industry and to the Company, as set forth in
the Company’s Filing Statement in respect of its qualifying
transaction filed under the Company’s profile at www.sedar.com. The
Company undertakes no obligation to update the forward-looking
statements and information, other than 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.
_____________________________________1 https://www.globenewswire.com/news-release/2020/09/28/2099985/0/en/Global-Pet-Care-Market-Is-Expected-to-Reach-USD-358-62-billion-by-2027-Fior-Markets.html
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/9a1358d1-2053-4d7c-bbce-193bf7c7ff52
Purek (TSXV:PKAN)
Historical Stock Chart
From May 2024 to May 2024
Purek (TSXV:PKAN)
Historical Stock Chart
From May 2023 to May 2024