pcNewsWire – Laguna Blends Inc. (CSE: LAG; OTCPK: LAGBF; FSE: LB6A) has completed previously announced acquisition of ISO International, LLC for up to $12.7 million, consisting of the issuance of 37,500,000 common shares at a deemed price of $0.12 per share and cash payment of US $500,000 at closing and additional US $5,500,000 over the next 12 months.
Laguna Blends intends to close a non-brokered private placement of up to 33,333,334 units at $0.12 per unit for proceeds of up to $4,000,000.
Laguna Blends Completes Acquisition of Isodiol and Announces Private Placement for up to $4,000,000 and Change of Director and Officer
Vancouver, British Columbia – May 18, 2017 – Laguna Blends Inc. (CSE: LAG) (OTC: LAGBF) (Frankfurt: LB6A.F) (the “Company” or “Laguna”) is pleased to announce that pursuant to the terms of a share exchange agreement dated April 27, 2017 (the “Agreement”) with ISO International, LLC, a limited liability company organized under the laws of the State of Wyoming and doing business as Isodiol (“ISO”) and the sole member thereof, as previously announced on April 28, 2017, the Company has completed the acquisition of 100% of the issued and outstanding membership interests of ISO (the “Transaction”). As a result of the completion of the Transaction, ISO has become a wholly-owned subsidiary of the Company.
Upon closing of the Transaction, the Corporation issued an aggregate of 37,500,000 common shares in the capital of Laguna (the “Payment Shares”) to the ISO member at a deemed price of $0.12 per share and made a cash payment of US$500,000 as provided in the Agreement. The Company will pay an additional US$5,500,000 over the next 12 months.
The Payment Shares are subject to a four month hold period under applicable securities laws expiring on September 16, 2017 and are also subject to a subsequent voluntary hold period in which the Payment Shares will be released on a schedule of 1/12 per month over a period of 12 months.
In connection with the Transaction, the company issued 10,566,500 common shares (the “Finders’ Fee Shares”) at a deemed value of $0.12 per Finders’ Fee Share to an arm’s length party to the Company representing 10% of the value of the Transaction. The Finders’ Fee Shares are subject to a statutory hold period expiring on September 16, 2017.
The Company is also pleased to announce a non-brokered private placement (the “Offering”) of up to 33,333,334 units (the “Units”) at a price of $0.12 per Unit for proceeds of up to $4,000,000. Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.25 per Share for a period of 24 months from the date of issuance.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.
The Company will use the proceeds of the Offering to fund the Transaction and for general working capital.
Appointment of Director and Officer
Ray Grimm Jr. has resigned as the CEO and President as well as from the Board of Directors of Laguna. As an instrumental part of the early success of the new direct to consumer sales channel, Ray will continue to work as an advisor and oversee various aspects of this division.
Mr. Grimm stated “I’m very proud to have steered Laguna over the last five months through this transition period. With the completion of the acquisition of Isodiol, Laguna will be poised to become the Global leader in the Cannabis space and will focus on product development for the pharmaceutical sector. I will continue to focus on growing the direct to consumer marketplace which will be a great revenue producer for the Company.”
Marcos Agramont has been named Chief Executive Officer of the Company and will also serve as a Board member.
About Laguna Blends Inc.
Laguna Blends is a market leader in the distribution of cannabis based products. Laguna’s growth strategy includes acquiring and incubating companies who formulate and/or manufacture cannabis products. Laguna provides the highest quality products and experience for consumers, utilizing a proprietary nanotechnology in its consumable and topical skin care products. Laguna is currently seeking joint ventures and acquisitions to expand its portfolio and will aggressively continue its international expansion into Latin America, Asia and Europe throughout 2017.
On behalf of the Board
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