Gold Finder to acquire Remo CannaBrands for sharesShares Issued 12,598,987 Close 2014-06-20 C$ 0.12 Recent Sedar Documents View Original Document Gold Finder to acquire Remo CannaBrands for shares 2014-06-23 12:55 ET - News Release Mr. Neil Linder reports GOLD FINDER EXPLORATIONS LTD. ANNOUNCES INTERIM AGREEMENT WITH REMO CANNABRANDS INC Gold Finder Explorations Ltd. has entered into an interim agreement effective June 20, 2014, to acquire all of the issued and outstanding shares of Remo CannaBrands Inc. (RC), an arm's-length, private, British Columbia organization. RC is engaged in the development of nutrients and growing techniques, and intellectual property associated with the regulated production of marijuana, and associated products and byproducts, as well as a new line of infused edibles, beverages, chocolate speciality drinks and tinctures that will be packaged and produced under the Remo brand. All infused products will be packaged and labelled, with childproof packaging and proper labelling addressing the amount of active ingredients and portion serving size. These products will be manufactured according to the laws of every state they are made and distributed in. These products will be produced and distributed by appropriate licensees and/or joint venture partners in each state, province or country they are sold and distributed in, following the strict practices and procedures developed by Remo CannaBrands. In Canada, the company will be looking for partnerships with licensed producers (legal commercial growers) that are interested in producing and selling cannabis under the premium Remo brand, using Remo's unparalleled growing techniques and Remo premium nutrients. As well, the company is in discussions with quality manufacturers and distributors for the Remo brand of premium nutrients in Canada and the United States, and Europe. The acquisition will constitute a change of business (COB) for the company under the rules and policies of the TSX Venture Exchange. The shareholders of RC will receive common shares of the company in exchange for their common shares of RC on the basis of four million GFN shares at a deemed price of 25 cents per share in exchange for all of the issued and outstanding RC shares, plus up to an additional two million shares and one million share purchase warrants subject to completion of the concurrent financing described below. In connection with the acquisition, the company has agreed to arrange a private placement in RC of common shares for gross proceeds of not less than $500,000 for a total of two million shares. It is expected that the concurrent financing will be an issuance of shares at a price of 25 cents per share, plus one million warrants for the purchase of common shares in RC at an exercise price of 40 cents per share for one year. Any such warrants will be reissued as warrants of the resulting issuer, following completion of the acquisition. The financing is anticipated to close prior to the completion of the acquisition. Pursuant to the interim agreement, the company will advance RC $25,000 by way of deposit to initially cover certain expenses of RC in connection to the acquisition. The company will also apply to the TSX-V to enter into a loan agreement with RC on terms acceptable to the TSX-V for a further $75,000, to be advanced only if the contemplated private placement into RC is not completed within 30 days from execution of this agreement. All expenses incurred by RC will be covered by the funds raised in the concurrent financing, other than the $25,000 deposit, which will cover initial expenses. The interim agreement contemplates material conditions precedent to be fulfilled prior to there being a binding agreement between the company and RC, including customary due diligence, the negotiation and execution of a definitive agreement, and board approvals being obtained. Until satisfaction of these and other conditions precedent, the likelihood of closing the transaction is uncertain, and trading in the securities of the company would be highly speculative. Completion of the acquisition is subject to a number of conditions, including, but not limited to, the receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and the completion of the concurrent financing for gross proceeds of not less than $500,000. Further disclosure concerning the terms and conditions of the acquisition will be disclosed once the conditions precedent have been fulfilled and a definitive agreement is entered into. Remo Colasanti, Sandra Colasanti, Joel Twaites and Rebecca Lloyd are the shareholders of RC. Mr. Colasanti has been growing medical-grade cannabis for almost 15 years, since being granted a federal exemption from Canadian cannabis laws in 2001, and has become a known figure in the medical marijuana industry, both in Canada and internationally. He began producing episodes of Urban Grower on YouTube in 2006 to assist other medical marijuana patients with growing a better-quality medical product for their personal use. He has since released over 1,700 on-line videos. These video have received over 33 million views. He has acquired over 150,000 (YouTube, Facebook, Twitter and others) total followers across the Web. He has a significant social media presence, managing his own personal social network of over 7,500 medical growers. From 2005 to present, he has provided event coverage for multiple industry-leading events every year and was one of the first people in the world to do so. He has won 13 top awards in nine international cannabis competitions, including second place at the prestigious Cannabis Cup Awards in Amsterdam (2012) and first place at Spannabis in Spain (2013), the largest event of its kind. Closer to home, at the Treating Yourself Cup in Toronto, he won first place in 2010, third place in 2011, first place in 2012, first and second places in 2013, and second place in 2014. Mr. Colasanti is utilizing his years of experience, and in-depth knowledge of cannabis oils and extracts, and their attributes and properties, to develop the company's array of products, including infused and edible products. These will be commercialized in legal jurisdictions, particularly in the United States, where this past week, New York State legalized medical marijuana as long as it is not smoked. The company believes this is the future of the industry and will be pursuing this opportunity vigorously to establish the Remo brand as the premium brand in this space. Initially, the company will focus on the two recreationally legal states of Colorado and Washington, and subsequently all the medically legal states in the United States. The company will grow its infused and edibles business strictly in accordance with the laws of each state it does business in. Trading in the company's shares has been halted in compliance with the COB policies of the TSX-V. Medical marijuana has been legally available to Canadians upon the advice of a physician since 2001. Previously, medical marijuana was only available to individuals by applying for access to Health Canada's supplies, obtaining a personal-use production licence or designating a third party to cultivate marihuana on their behalf under licence. With the introduction of the Marihuana for Medical Purposes Regulations, the government of Canada has enabled the establishment of commercial marijuana production and sale by licensed producers. RC will supply to legal producers. The business of RC today is the development and distribution of a full-line of proprietary plant nutrients and supplements branded under the Remo Nutrients brand. The company is also developing a substantial line of cannabis oils and infusions, to be used in proprietary infused edibles, which will be primarily sold by licence and joint venture as well as manufactured in the United States. The company is currently distributing its own premium nutrient products in Canada. The company plans to open a 3,000-square-foot facility in Maple Ridge, Canada, to produce its nutrients and fulfill the growing demand. Furthermore, RC is in discussions with national and regional nutrient distributors in the U.S., Canada and Europe. This will accelerate the growth of the brand internationally. We seek Safe Harbor.