Yerbae, LLC entered into a definitive agreement to acquire Kona Bay Technologies Inc. (TSXV:KBY.H) for CAD 47.2 million in a reverse merger transaction on May 19, 2022. Pursuant to the terms of the transaction, Yerbae proposes to acquire all of the issued and outstanding shares of Kona Bay in exchange for the right to receive common shares of Yerbae on the basis of one post-consolidation share for each one Kona Bay share. An aggregate of 32.5 million Yerbae consideration shares are expected to be issued post deal completion. Following the completion of the deal, approximately 18.2% stake shall be held by the current shareholders of Kona Bay, approximately 72.8% stake will be held by the former Yerbaé Shareholders, and 9% stake will be held by the subscribers under the concurrent financing. In connection with, and prior to the closing of the transaction, FinCo intends to conduct the concurrent financing; a private placement of subscription receipts of FinCo at a price of $1.23 (CAD 1.58) per FinCo subscription receipt to raise minimum gross proceeds of $5 million (CAD 6.4 million). The combined company shall be renamed “Yerbaé Brands Co.” or such other name as agreed to by Kona Bay and Yerbae. The common shares of Yerbae will trade on the TSXV under a new trading symbol to be determined by the parties and Yerbae will continue to be listed on Tier 2 of the TSXV. Current officers of Kona Bay are expected to resign and Todd Gibson as the Chief Executive Officer and Karrie Gibson as the Chief Operating Officer shall be appointed in the combined company. A Chief Financial Officer of Yerbae shall also be named by Kona Bay and Yerbae. Post-acquisition, the directors and officers of the Resulting Issuer are expected to be William Finn, Renata Kubicek, Brian Neumann, Seth Smith, Carl Sweat, Andy Dratt and Rose Zanic.

Completion of the deal is subject to certain conditions including, but not limited to, receipt of all applicable shareholder, court and regulatory approvals, including that of the TSXV and FinCo completing the concurrent financing, consummation of concurrent financing, completion of the Consolidation, listing of new shares on stock exchange, completion of the Board Reconstitution and Management Reconstitution, as well as such other closing conditions customary to the deal. The transaction was approved by Yerbae Board and Kona Bay Board. As of November 23, 2022, Kona Bay Technologies has received conditional approval from the TSX Venture Exchange. As of December 21, 2022, merger has been approved by the shareholders of Kona Bay Technologies Inc. Virgil Hlus of Clark Wilson LLP acted as legal advisor to Kona Bay. Christopher Rogers of Jennings, Strouss & Salmon, PLC acted as legal advisor to Yerbae. Evans & Evans, Inc acted as Fairness Opinion provider to Kona Bay. Odyssey Trust Company acted as transfer agent to Kona Bay.

Yerbae, LLC completed the acquisition of Kona Bay Technologies Inc. (TSXV:KBY.H) in a reverse merger transaction for CAD 51.9 million on February 8, 2023. Yerbaé is expected to be listed on the TSXV as a Tier 2 Industrial Issuer under the name “Yerbaé Brands Corp.” The Shares are expected to resume trading on the TSXV under the symbol “YERB.U” on or about February 13, 2023.