MJ Harvest, Inc. (“MJHI”) (OTCQB:MJHI) announced that it has entered into a definitive Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) to merge with and into Cannabis Sativa, Inc. (“CBDS” or “Cannabis Sativa”).
The Merger Agreement was executed on August 8, 2022, and management expects the merger and reorganization to be completed in the fourth quarter of calendar year 2022, subject to certain conditions precedent including shareholder approval by both MJHI and CBDS shareholders.
The Merger Agreement provides for MJHI shareholders to receive 2.7 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger. Upon completion of the merger on the terms described in the Merger Agreement, it is anticipated that MJHI shareholders would own approximately 72% of the surviving company. The Merger Agreement contemplates that CBDS will be the surviving company in the merger and that following the merger, MJHI will cease to exist as a separate corporate entity.
Management believes that since 2017 MJHI has made great progress in becoming a dynamic publicly traded vertically integrated cannabis company in North America. With a strong presence in Oklahoma and South Dakota operations, MJHI and its portfolio companies have seized upon additional opportunities in the cannabis sector in Colorado and California and management is currently reviewing expansion opportunities in New York, New Jersey, Florida, and Missouri, while also working to expand our footprint in California through acquisition of new facilities.
MJHI currently owns a 25 percent interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis operator in Oklahoma and South Dakota. The agreement with PPK provides an option for MJHI to purchase 100% of PPK at any time prior to March 2023.
In May 2021, PPK entered into a cannabis joint venture agreement with the Flandreau Santee Sioux Tribe of South Dakota (“FSST”). Under the joint venture agreement, PPK opened extraction and manufacturing facilities in a building located on the FSST Reservation and has been manufacturing products for FSST at that location utilizing biomass grown in FSST’s existing and expanding grow operations. FSST markets their products under the Native Nations Brand. PPK markets its products under the Country Cannabis Brand, and PPK and FSST have agreements to cross market their respective brands in the various states where each does business.
Since 2013, Cannabis Sativa has focused on assembling a portfolio of brands, products, intangible assets, and expertise to allow research, development, acquisition and licensing of specialized cannabis and CBD related products, including cannabis and CBD formulas, edibles, topicals, strains, recipes, and delivery systems. Cannabis Sativa also owns Wild Earth Naturals, an herbal skin care products formulation and marketing company that targets the growing natural health care products market in the United States and abroad. Cannabis Sativa also operates a top-rated medical marijuana telehealth provider in the United States for patients seeking access to medical marijuana.
The merger, if consummated, represents a shift in the operations of CBDS from its current telehealth business, PrestoDoctor, toward a focus on the vertically integrated cannabis business being developed by MJHI. The combined businesses following the merger will have operations in seven states, and a comprehensive product line that includes the Country Cannabis Brand plus licensing arrangements for the Weedsy, BLVK, Chronic, and Sublime Brands. MJHI also holds 10% investments in WDSY, LLC and Blip Holdings, LLC, the companies that own the Weedsy and BLVK brands, respectively. MJHI’s current product offerings and the Brands represented are reflected on the MJHI website at www.mjhi.com.
The combined company intends to create a leading North American vertically integrated cannabis products operator with the management, capabilities, knowledge, resources, and scale to successfully capitalize on the opportunities presented in the cannabis industry as more states legalize the plant and cannabis products and as we approach possible federal legalization.
As we also head into a potential economic downturn, both companies believe there will be numerous acquisition opportunities to purchase existing cannabis operations at depressed prices below fair entity value, and the combined company should be well positioned and structured to take advantage of these opportunities.
Patrick Bilton, Chairman and Chief Executive Officer of MJ Harvest Inc., and Cannabis Sativa’s President and CEO, David Tobias, issued a joint statement: “This transaction creates a solid foundation for the resulting entity to become a known leader in the cannabis industry in North America. The combined company will be in a better position to create shareholder value while we immediately benefit from the significant synergies amongst our companies. We are both very excited about the pending merger and we give our full support and commitment to the completion of this merger.”