Buzz Capital Inc. Enters into Binding Letter of Intent for Proposed Qualifying Transaction
OTTAWA, March 16, 2018 (GLOBE NEWSWIRE) — Buzz Capital Inc. (the “Corporation” or “Buzz”) (TSX-V:BUZ.P) is pleased to announce it has entered into a letter of intent dated March 15, 2018 (the “Letter of Intent”) with Kaya Inc. (“Kaya”) pursuant to which Buzz has agreed to acquire all of the outstanding securities of Kaya, a vertically integrated cannabis company licensed to cultivate, process, distribute, and retail medical cannabis in Jamaica (through its affiliate Island Kaya), which, subject to certain conditions and applicable shareholder, corporate and TSX Venture Exchange (the “Exchange”) approvals will constitute the Corporation’s “Qualifying Transaction” as such term is defined under the policies of the Exchange. The resulting entity following the completion of the Qualifying Transaction is referred to herein as the “Resulting Issuer”.
The Letter of Intent
Pursuant to the terms of the Letter of Intent, the Qualifying Transaction is proposed to be completed by way of a three-cornered amalgamation, provided that the final structure and form will be as set forth in a definitive agreement incorporating the principal terms of the Letter of Intent. Buzz and Kaya have undertaken to use their commercially reasonable efforts to negotiate in good faith and enter into a definitive agreement on or before April 15, 2018.
Under the terms of the Letter of Intent, it is proposed that, among other things, the following transactions will occur:
- The completion by Buzz of a consolidation of its issued and outstanding common shares (the “Buzz Shares”) on a 2:1 basis (see “Buzz Share Consolidation” below);
- The completion by Buzz of a name change to “Kaya Inc.”;
- The exchange of all issued and outstanding shares of Kaya (the “Kaya Shares”) for common shares of the Resulting Issuer; and
- The exchange of all issued and outstanding Kaya options and warrants for securities of the Resulting Issuer on an economically equivalent basis.
Buzz Share Consolidation
Buzz currently has 8,200,000 Buzz Shares, 775,000 stock options and 420,000 broker warrants issued and outstanding and intends to consolidate the Buzz Shares on a 2:1 basis (resulting in 4,100,000 post-consolidation Buzz Shares).
The Letter of Intent contemplates that, in connection with the Qualifying Transaction, Kaya will complete a brokered financing of subscription receipts (the “Subscription Receipts”) at a price of C$1.25 per Kaya Share for aggregate gross proceeds of approximately $8.5 million (the “Concurrent Financing”). Pursuant to a binding letter of intent dated February 27, 2018, Hiku Brands Inc. (“Hiku”) has committed to contribute a lead order that would result in Hiku owning up to 10% of Kaya on a fully-diluted basis.
Further Details Regarding the Qualifying Transaction
After giving effect to the Qualifying Transaction, the Consolidation and the Concurrent Financing, the Resulting Issuer is expected to have approximately 43 million common shares issued and outstanding (non-diluted), of which approximately 89% will be held by the current shareholders of Kaya, and 11% by the existing shareholders of Buzz. Further details of the pro forma share capitalization of the Resulting Issuer will be included in the disclosure document to be prepared and filed on SEDAR.
Upon completion of the Qualifying Transaction, the Resulting Issuer is expected to be listed as a Tier 1 or Tier 2 Life Science or Industrial Issuer.
In connection with the transaction, the directors and officers of Buzz are expected to resign, and the leadership team of the Resulting Issuer will be reconstituted as follows:
Balram Vaswani, Director and Chief Executive Officer
Founder and CGO of Kaya Inc., the parent company of Kaya Farms, Kaya Extracts, Kaya Tours, Kaya Spa, and Ganja Labs, a Medical Research company partnered with the University of Technology which received 1 of 2 official licenses by the Government of Jamaica in May 2015, which include growing, processing, manufacturing and export of marijuana products.
Previously, the CEO of Marley Coffee in Jamaica (2009-2014).
Managing Director of RE TV (Reggae Entertainment Television) and JNN (Jamaica News Network) – both of which were acquired by the RJR Communications Group a company on the Jamaica Stock Exchange.
Lorne Gertner, Director
Co-founder and former chairman of PharmaCan Capital Corporation (now TSX and NASDAQ listed Cronos Group). Co-founder of Tokyo Smoke and the current Chairman and CEO of HG2 Inc, an investment/merchant bank in the Cannabis sector.
Currently on the board of Emblem Corp., Green Acre Capital, and Hiku and he is also an adjunct professor at the John H. Daniels Faculty of Architecture, University of Toronto.
Graduate of The John H. Daniels Faculty of Architecture, University of Toronto and has completed the ICD.D designation at the Rotman School of Management, University of Toronto.
Joey Houssian, Director
Founding partner of Adventure Group.
Attended the University of Victoria on Vancouver Island and completing a degree in Geography and Environmental Studies.
Founded The Adventure Group and Superfly Ziplines before adding Wedge Rafting, an iconic adventure company in Whistler, to its group.
Sits on the boards of the Do It For Love organization and the Zero Ceiling Society of Canada. Do It For Love is a non-profit organization that is committed to sharing the uplifting and healing power of music through wish grants.
Ben Kaplan, Director
Founding member of Kaya Inc., the parent company of Kaya Farms, Kaya Extracts, Kaya Tours, Kaya Spa, and Ganja Labs, a Medical Research company partnered with the University of Technology which received 1 of 2 official licenses by the Government of Jamaica in May 2015, which include growing, processing, manufacturing and export of marijuana products.
Entrepreneur working from South Florida for over 20 years. Prior to moving to South Florida, conducted various investment activities out of New York City. Previously, owner in one of Miami’s iconic restaurants chains named Roasters & Toasters and continues to invest in many other food concepts. Investor in many other companies both public and private, with a focus on international growth and potential for global presence.
Some of the companies include: Surna, a global HVAC company that provides engineering and buildouts for state of the art Cannabis Grow facilities. Kalytera, a CBD-based Pharma company carrying research toward determining cures for various illnesses and into Phase 2 trials for a cure for GVHD (graft versus host disease). EHAVE, a software company that provides data from patients on medication usage.
Victoria Rudman, Chief Financial Officer and Secretary
Currently serves as Interim CEO of Life Clips Inc. (OTC:LCLP). Also serves as Secretary, Treasurer and Vice President, Finance of TheraKine Inc., a private company.
Served as Chief Financial Officer of Kalytera from March 2015 through June 2016 and continues to serve as Treasurer and Secretary of Kalytera since March 2015.
30 years of professional experience in multiple aspects of leadership, operations, accounting, finance, taxation and fiscal management. Spent most of her career in Fortune 50 global investment bank and retail brokerage firms as well as small cap public companies and startup ventures.
Served as Chairman and CEO of Intelligent Living Inc. from 2011-2014. Previously, held various technology controllership positions at Morgan Stanley and acted as a Vice President at Bear Stearns and Director of Business Planning & Strategy at Visual Networks, where she was the lead project manager for the entire technology business enterprise, including IPO and strategic M&A.
Holds a Bachelor of Business Administration in Public Accounting from Pace University, Lubin School of Business.
In connection with the Qualifying Transaction, up to two additional independent directors will be appointed to the board of directors of the Resulting Issuer.
Completion of the Qualifying Transaction is anticipated to occur on or before May 31, 2018 (or such later date as may be agreed by the parties), subject to the fulfillment of certain customary closing conditions, including: (i) execution of a definitive agreement, (ii) completion of the Concurrent Financing, (iii) requisite shareholder approvals for the Qualifying Transaction, the consolidation and the name change by each of Buzz and Kaya, as applicable, and (iv) receipt of applicable regulatory approvals, including the conditional approval of the Exchange for the Qualifying Transaction and listing of the Resulting Issuer shares.
The Qualifying Transaction will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Non-Arm’s Length Qualifying Transaction” as such term is defined under the policies of the Exchange.
Summary Information Relating to Buzz
Buzz was incorporated under the laws of Ontario on February 15, 2017 and is a “Capital Pool Company” as such term is defined under the policies of the Exchange. Buzz is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and its common shares are listed and posted for trading on the Exchange. The head office of Buzz is located in Ottawa, Ontario.
Summary Information Relating to Kaya
Kaya is the first medical cannabis brand and legal vertically integrated cannabis producer from the Caribbean. Kaya has been on the forefront of medical cannabis research with Jamaica’s University of Technology since 2015, where it was issued one of the original two medical cannabis research licenses by the Government. Kaya (through its affiliate Island Kaya) is also amongst the first cohort of licensees under Jamaica’s new Cannabis Licensing Authority framework, issued in 2017. Through Kaya Farms, Kaya Herbhouse, and Kaya Cafe, Kaya is able to cultivate, process, distribute, and retail medical cannabis to both tourists and Jamaicans alike. Kaya’s goal is to make Jamaica the flagship of the global wellness tourism industry and become the new symbol of the island’s roots and lifestyle.
Additional information on Kaya will be provided as the transaction proceeds.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction is required by the Exchange unless exempt in accordance with Exchange policies. The parties intend to apply for an exemption from the sponsorship requirements of the Exchange.
In accordance with the policies of the Exchange, the Buzz Shares are currently halted from trading and will remain halted until further notice.
Buzz and Kaya will provide further details in respect of the Qualifying Transaction, in due course once available, by way of press releases.
All information provided in this press release related to Kaya has been provided by management of Kaya and has not been independently verified by management of Buzz.
If and when a definitive agreement between Buzz and Kaya is executed, Buzz will issue a subsequent press release in accordance with the policies of the Exchange containing details of the definitive agreement and additional terms of the Qualifying Transaction, including, but not limited to, information relating to Kaya, sponsorship, summary financial information in respect of Buzz and Kaya, additional information with respect to the Concurrent Financing and further information regarding the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Qualifying Transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Subscription Receipts in any state in which such offer, solicitation or sale would be unlawful. The Subscription Receipts have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
For Further Information, Please Contact:
Buzz Capital Inc.
Chuck Rifici, President and CEO at 613-239-0531 ext. 1; or
Tammie Brown, Director of Corporate Services at 613-239-0531 ext. 3