Denver, Colorado, September 30, 2021 (GLOBE NEWSWIRE) – via NewMediaWire – CBD Global Sciences, Inc. (OTC: CBDNF) (CSE: CBDN) (Frankfurt: GS3), (“CBD Global” or the “Company”), is pleased to announce that there is a definitive agreement to acquire 100% of Resinosa LLC, a CBD company based in Silver Cliff, Colorado (the “Acquisition“).
Resinosa has been in the CBD industry for over 6 years and is a vertically integrated company with expertise in hemp genetics, cloning, agriculture, harvesting, processing and finished product manufacturing. Resinosa owns a commercial clean room facility that is registered with the Food and Drug Administration, is certified to the strict current Good Manufacturing Practices (cGMP) standards and is specially equipped for processing hemp and manufacturing health and wellness products such as food and dietary supplements was and current products. Resinosa is approved by the Colorado Department of Health and the Environment and the City of Denver, Colorado for the shelf life of its products as a food manufacturing facility. Located in a convenient residential area, Silver Cliff offers a cost advantage in processing and manufacturing products.
With its current fortune, Resinosa can perform extraction and processing operations on hemp biomass to produce 1,320 kilos of full-spectrum CBD oil per month. This amount of full-spectrum oil can be formulated into an estimated retail value of $ 46.2 million * in finished products per month. Resinosa’s main business is supplying companies with branded finished CBD products known as private label or white label. Their clients include companies specializing in medical products, pet and veterinary products, CBD cosmetic products, farmers with their own brands, and companies that add CBD products to their existing businesses such as spas and biofeedback centers.
Resinosa CEO and Founder Jeff Hays holds a Masters of Business Administration from the University of Southern California and a BS in Civil Engineering from the University of Arizona. Kathy Hays, vice president of Quality Control and General Counsel for the company, is a three-state licensed attorney and holds a Juris Doctor degree from Loyola Law School, an MS in Systems Management from the University of Southern California, and a BS in Aerospace Engineering. Both Mr. and Mrs. Hays served in the US Air Force – Jeff as a pilot and engineer, and Kathy as a space launch expert.
The story goes on
* Based on a 22-day month of work, an 8-hour shift per day with current staff and equipment. Assumes the finished product will sell at an average MSRP of $ 70 at two grams of CBD per unit sold. Strictly speaking, this is an example of current production capability.
Resinosa’s Operations Director Jared Baker graduated from Oklahoma State University with a degree in fire safety. The company’s chemist, Rebecca Collins, holds a BS in chemistry from the University of Texas and experience in the pharmaceutical industry. Your chef, Shane Dean, was professionally trained at Le Cordon Bleu in Scottsdale, AZ. Resinosa Compliance Manager Jimmie Faye Mowery was trained in the pharmaceutical industry and ran her own brand of CBD products.
The final agreement for the acquisition was signed on September 29, 2021 after six months of due diligence and discovery between the two companies. The transaction consists of the initial issue of 5,378,657 Class A common shares (“Common stock“) And 99,889 Series A preference shares (“Preference shares“By CBD Global. 4,280,972 common shares will be held in trust and released in equal monthly amounts over a period of 24 months.
The sellers are also offered a two-year convertible bond with a nominal value of USD 1,500,000.00 with accruing interest of 8% per annum (the “note“). The grade is in units of CBD Global (“units“, Each unit consisting of 0.35 common shares and 0.0065 preferred shares, at an exchange price of $ 0.267 per unit. Interest is only paid on this bond for the 24-month period with a balloon payment at maturity and the interest is payable in units of the exercise price.
In addition, CBD Global will issue to sellers:
(a) up to an additional 4,388,906 units by April 30, 2023 at the latest if more than USD 500,000.00 net income (earnings before interest, taxes, depreciation and amortization or EBITDA) (excluding approved capital expenditures) from Resinosa. Assets and business will be achieved in FY 2022, as confirmed by Resinosa’s audited financial statements. This expense will be reduced to 2,194,453 units if the net income figure is more than $ 250,000 but less than $ 500,000 for the same period; and
(b) up to an additional 4,388,906 units by April 30, 2024 at the latest if net income (earnings before interest, taxes, depreciation and amortization or EBITDA) of more than 1,000 assets and business in fiscal year 2023, as determined by the audited financial statements of Resinosa confirmed. This expense will be reduced to 2,194,453 units if the net income figure is more than $ 500,000 but less than $ 1,000,000 for the same period.
Simultaneously with the completion of the acquisition, CBD Global’s board of directors approved Jeff Hays’ appointment to the company’s board of directors.
The completion of the acquisition is still subject to the final due diligence by both parties, which should be completed on or before October 14, 2021. It is expected to close on or before October 15, 2021.
Brad Wyatt, CEO of CBD Global Sciences, said, “During my many years managing corporate and private companies, it was important to me to surround myself with extremely intelligent and talented people. I got to know and respect the team that brings Resinosa to the table and I am thrilled to have them join the CBD Global family. This acquisition is strategic and fits in well with the supply chain with the Legacy Distribution Group. It will prove beneficial to the company and its shareholders to give CBD Global the ability to formulate and manufacture both CBD and non-CBD products, while also using new products with outlets created by the Legacy Distribution Group, to bring directly to the market. I am confident that the expansion of our company will prove to be extremely successful and I know that they will take off immediately! “
ABOUT CBD GLOBAL SCIENCES INC.
CBD Global Sciences, Inc. is a hemp-based CBD producer and branded investment vehicle that currently owns two brands called Aethics 
(www.aethics.com) and CANNAOIL (www.cannaoilshop.com) which also includes CBD oil tinctures (liquid products), CBD capsules, CBD topicals, hydration products, and confectionery. CBD Global Sciences’ hemp-derived CBD extracts are sold through selected distributors, brick-and-mortar retailers and online.
CBD Global Sciences, through its wholly owned subsidiaries Global Sciences Holdings and Legacy Distribution Group (www.legacydistributiongroup.com), supplies high quality CBD products from multiple suppliers of CBD-infused and non-CBD products in the Colorado and Wyoming areas, currently serving over 400 C-stores and major box retailers with plans to expand to over 5,000 stores over the next 12-24 months.
For more information, please contact Investor Relations, (888) 401-2239, info@cbdglobalsciences.com
Reader advice
This press release should not be viewed as a comprehensive summary of the proposed terms of the transaction described above. Additional information may be required and disseminated at a later date.
The closing of the Acquisition is subject to a number of conditions and no assurance can be given that the closing will be completed on that date.
This press release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is often identified by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate,” “estimate,” and other similar words or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements regarding the date of completion and terms of the transaction. While we believe that the expectations reflected in the forward-looking information are reasonable, no assurance can be given that these expectations will prove to be correct. We cannot guarantee future results, performance or accomplishments. As a result, there is no assurance that any actual results will be matched in whole or in part with the forward-looking information set forth.
Forward-looking information is based on the opinions and assessments of management at the time the statements are made and is subject to a variety of risks and uncertainties as well as other factors that could cause actual events or results to differ materially from the information expected in the future . Risks and other factors that could cause results to differ materially from those contained in the forward-looking information include, but are not limited to: general economic conditions in Canada and around the world; Industry conditions, including government and environmental regulations; Failure to obtain consents and approvals from industrial partners and other third parties if and when required; the availability of capital on acceptable terms; the need to obtain the necessary approvals from regulators; Stock market volatility; Liabilities related to CBD deals; Competition for skilled personnel and supplies, among other things; misjudging the value of acquisitions; technical, processing and transportation problems; Changes in tax laws and incentive programs; Failure to achieve the anticipated benefits of acquisitions and divestitures; and the other factors. Readers are cautioned that this list of risk factors should not be considered exhaustive.
The forward-looking information contained in this press release is expressly limited by this cautionary notice. We undertake no obligation to update forward-looking information to reflect actual results or changes in our expectations, unless otherwise required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking information.
The Canadian Securities Exchange has in no way considered the merits of the proposed transaction, and has not approved or disapproved of the contents of this press release.
Neither the Canadian Securities Exchange nor its regulator assumes responsibility for the adequacy or accuracy of this press release.
source https://www.bisayanews.com/2021/09/30/cbd-global-sciences-to-acquire-resinosa-llc-a-colorado-cbd-processing-and-manufacturing-company/
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