MPX International Corporation has completed the previously announced acquisition of all of the outstanding shares of HolyWorld SA ("HolyWeed") from Romain Gruner, Bernard Rappaz and Laurent Rappaport (the "Shareholders") for a total purchase price of CHF10,000,000 (CDN$13,384,000 calculated using a deemed exchange rate of CDN$1.34 for each CHF 1.00).
Pursuant to the terms of the definitive agreement, MPXI satisfied the Purchase Price through the issuance of 25,252,830 common shares of MPXI (the "MPXI Shares") to the Shareholders at price of CDN$0.53 per MPXI Share. 80% of the MPXI shares issued to the shareholders of HolyWeed will be placed in a voluntary escrow to be released to the shareholders upon the occurrence of the following:
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon the official launch and sale of cannabidiol oil on the HolyWeed eCommerce Platform;
- 20% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of an annualized revenue run-rate of CHF 5,000,000.-; and
- 40% of the MPXI Shares issued to the Shareholders will be released to the Shareholders upon confirmation of achieved EBITDA of CHF1,600,000.- for the twelve month trailing period.
If the release conditions have not been satisfied by June 30, 2021, any MPXI Shares remaining in Escrow shall be automatically released by the Escrow Agent to MPXI for cancellation.
"HolyWeed, which is the only Swiss CBD brand awarded the official 'Swiss Certified Organic' label, has a diverse product range which includes 100% Swiss grown cannabis light/high CBD pre-rolls, dry flowers, sublingual oils and cosmetics, all compliant with Swiss regulations of <1% THC. HolyWeed will be harvesting over 25,000 kilograms of high-CBD dry cannabis flowers later this year. HolyWeed's wholesale distribution network spans more than 4,000 kiosks across Switzerland and will soon expand to wider export markets across Europe. HolyWeed products are also available for sale online and delivered free of charge by courier across Switzerland within 24 hours. HolyWeed also plans to open branded retail stores in Geneva and Zurich," the team with the company explains.
According to the company, MPXI will develop a GMP-certified manufacturing facility to produce CBD extracts and isolates for both HolyWeed and export. "The facility will feature a full-scale commercial kitchen and a formulation R&D laboratory, giving MPXI the ability to develop innovative CBD products and to potentially collaborate with local partners."