The Company will acquire 100% of the revenue-generating assets
Canadian firm Primo Nutraceuticals Inc. has signed a binding letter of intent (“LOI”) with Full Spectrum Biosciences Inc. (FSB), a Colorado company.
FSB is an intellectual property, formulation and white label provider that has conducted sales via e-commerce, online, Amazon and doctors’ offices within the United States offering popular CBD, CBG and Hemp oil extract products like RehabRx and Hemp Pops. The Company will be acquiring the assets and inventory of FSB. The LOI is legally binding and subject to the negotiation of a definitive agreement.
The Company will acquire 100% of the revenue-generating assets including the web sites for the popular CBD, CBG and Hemp oil extract products like RehabRx, (www.rehabrx.com) and Hemp Pops, (www.hemppops.com), the current inventory and the sales and distribution networks that have generated approximately $25,000 to $30,000 in monthly revenues since 2018 (the “Transaction”). Gross margin is estimated at 30%.
The consideration for the Purchase will be stipulated in the form of a number of common shares of PRIMO (the “Consideration Shares”) at a per share price equal to the volume weighted average price of such shares on the Canadian Securities Exchange over a 15-day period ending on the day such Consideration Shares are required to be issued (“15 day VWAP”). The consideration paid by Primo to FSB for the Transaction shall be based on an independent valuation of the Assets by a Third Party Valuator. The valuation is currently in progress.
There will be no Change of Control or Fundamental change of business. The Transaction will be subject to review by the parties’ tax, corporate, and legal advisors prior to Closing. The senior management team of PRIMO will consist of those officers presently appointed by the board of directors of PRIMO and shall remain the same.