LOS ANGELES–(BUSINESS WIRE)–Wealthcraft Capital Inc. (OTC PINK: WCCP) (“Wealthcraft” or the “Company”) is pleased to announce that it has entered into a binding letter of intent to acquire Infinite Product Company LLC of Denver, Colorado (“Infinite CBD”). The Company also announces that it intends to complete a financing in the amount of approximately US$2.5 million.
About Infinite Product Company
From it’s facility in Denver, Infinite develops, formulates and manufactures a range of CBD products under the Infinite CBD brand name as well as under a number of white label contracts.
Infinite CBD has over 150 CBD product SKU’s including gummies, oils, capsules, lotions, tinctures, beverages, and pet products. Further, the company has developed a line of nano-encapsulated products which provide a higher and more immediate CBD bioavailability.
The Company’s Infinite CBD-branded products are sold across the US and internationally both direct on-line as well as through wholesale channels including: pharmacies, dispensaries, smoke shops and convenience stores.
“This transaction with Infinite represents a partnership with a dedicated team of owners who have been successful in building production capability as well as a strong product brand,” said Robert Wilson, the CEO of Wealthcraft. “We look forward to working with the team at Infinite to grow this business both organically and through complementary acquisitions.”
Terms of the Proposed Acquisition
Under the terms of the letter of intent, Wealthcraft will acquire a controlling interest in Infinite CBD in exchange for $2 million cash plus 32.4 million common shares of Wealthcraft. Of the US$2 million cash portion of the purchase price, US$1.4 million will be invested into Infinite CBD to grow manufacturing capacity, marketing and fund working capital.
Under the Proposed Acquisition, the founders of Infinite CBD will continue to operate the business and will play an integral role in future acquisitions and strategic partnerships. The founders will have a US$6 million performance-based earnout payable in cash and common shares. Commencing in April 2020 Wealthcraft will have an option to purchase up to 97% interest in Infinite at a valuation based on historical EBITDA performance. The Company has also agreed to provide the founders of Infinite a loan or loans as an advance against the earnout or against exercise of the option to purchase the remaining 97%.
The Proposed Acquisition of Infinite CBD will represent the first acquisition by Company in the CBD industry. All other previously announced non-binding letters of intent have either lapsed or have been terminated.
Prior to the closing of the proposed acquisition, Wealthcraft intends to complete a financing or financings in the amount of approximately US$2.5 million. The terms of the proposed financing will accommodate the Company becoming a reporting issuer either in the US or Canada.
Wealthcraft currently has 75,673,060 shares outstanding. Upon completion of the Proposed Acquisition, the Company will have approximately 108,000,000 shares outstanding before completion of the proposed financing and before the adoption of a share option plan.
Completion of the Proposed Transaction and Proposed Financing are subject to a number of conditions and a number of business and approval conditions. These conditions may not be satisfied, the occurrence of any event, change or other circumstance that could give rise to the termination of the letter of intent. Therefore, there can be no assurance that the transaction will be completed as proposed or at all.
About Wealthcraft Capital
Wealthcraft Capital is health and wellness company focused on acquiring private companies in the emerging hemp and CBD industry. The Company intends to acquire controlling interests in businesses with a view to becoming vertically integrated across; hemp processing, CBD-based product manufacturing, branding, distribution and sales. Wealthcraft will work with these acquisitions as partners to develop wholesale markets, products and brands that can be introduced into the retail wellness market as well as patient-based facilities and clinics.
Wealthcraft also owns a controlling interest in Geaux Industries, a security services provides located in the Los Angeles area.
This Press Release contains certain “forward-looking statements” as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements reflect our current expectations regarding our possible future results of operations, performance, and achievements. Wherever possible, the Company has tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. Further, the safe harbor provisions of the Exchange Act may not apply to an issuer that issues penny stock. These statements speak only as of the date of this press release. Actual results may differ materially from those indicated by such forward- looking statements as a result of various important factors. The Company does not assume any obligation to update any forward- looking statements to reflect events or circumstances after the date of this Press Release except as required by applicable law.