Terms of the Transaction:
- SILO shall hold an annual and general special shareholders meeting to obtain approval for the acquisition of NUGL/Kaya, to elect a new board that would result in a change of control of the resulting issuer, and for a potential share consolidation and potential name change.
- SILO will acquire 100% of the issued and outstanding shares of NUGL in exchange for 2,010,000,000 shares from treasury (all shares herein are pre-consolidation), for a purchase price of CAD
$40,200,000.00 . - NUGL stock options, warrants, and other convertible securities will be adjusted to receive SILO Common Shares on an economically equivalent basis.
Silo Wellness will issue common shares in a best-efforts private placement financing to raise gross proceeds of CAD$250,000.00 to$2M at2 cents per share to validate the purchase price and cover costs to close the transaction, as well as provide additional capital for strategic growth post-merger.- Finder's fee of 3% of the transaction shall be paid to NUGL board member
Benjamin Kaplan and 3% to Silo CEOMike Arnold for a total of 64,934,437 shares issued each. - The final structure of the Transaction is subject to receipt of final tax, corporate, and securities law advice and securities regulatory and CSE approval for both SILO and NUGL.
- The combined market cap of the two companies at the CAD
$0.02 /share valuation would be CAD$43,289,624.60 . NUGL shares are valued at CAD$0.0461 (USD$0.0344 ). Silo shares are valued at CAD$0.02 . The effective time of the transaction will result in the listing of the shares of the combined company on the Canadian Securities Exchange ("CSE"). The CSE is likely to keep the stock halted until such shareholder decision due to the size of the transaction, the change of control, and the definition of fundamental change under the rules. - Audited financial information about
NUGL Inc. will be provided to shareholders prior to the special shareholders meeting to vote on this acquisition. This information will also be included in the press release announcing the signing of the definitive agreement.
Contact
541-900-5871
IR at silo wellness dot com
For more information about
For NUGL Media and Investor Relations, please contact:
(866) 692-6847 Toll Free -
(404) 281-8556 Mobile and WhatsApp
dk@atlcp.com
About
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About
Kaya is a leader in Jamaica's fast-growing hospitality and tourism industry through its three
Kaya offers tours of
- A
Dab Bar Consumption Lounge . - An authentic Italian thin-crust pizzeria.
- Our world-renowned Square Grouper bar.
Kaya targets the potential multibillion-dollar industry for developing, marketing, and distributing psilocybin mushrooms, which are legal in
Follow Kaya on social media using the links below:
- Kaya Herb House Instagram
- Kaya Herb House Facebook
- Kaya Herb House Twitter
The NUGL platform provides companies in the cannabis industry with targeted networking and advertising opportunities to expand their reach by connecting with consumers where cannabis is legal.
Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections of matters that affect revenue, operating expenses, or net earnings; projections of growth; and assumptions relating to the preceding. Such forward-looking statements generally start with the "plans," "anticipates," "expects," "believes," or similar words of like kind. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or qualified. Future events and actual results could differ materially from those outlined in, contemplated by, or underlying the forward-looking information. The company's business plan addresses these factors in greater detail, along with NUGL's current financial filings with the OTC Markets Group.
Source:
2023 GlobeNewswire, Inc., source