Boosh Clarifies Beanfields Release Vancouver, British Columbia--(Newsfile Corp. - February 14, 2022) - Boosh Plant-Based Brands Inc. (CSE: VEGI) (OTCQB: VGGIF) (FSE: 77I) ("Boosh" or the "Company") wishes to clarify its disclosures in its press release issued earlier today.
The Company clarifies that, as announced in its press release dated February 11, 2022, it has entered into an asset purchase agreement to acquire substantially all of the assets of Beanfields Inc. (the "Assets"). The acquisition of the Assets has not yet completed and is currently anticipated to close on Wednesday, February 16, 2022. As a result, the revenue base of Boosh is not yet impacted.
The Assets generated unaudited revenues of CA$14,599,920during the year ended December 31, 2021. These past results are not a guarantee of future performance nor can there be any certainty that the Assets will generate similar revenues under the operation of Boosh or that Boosh will successfully integrate the Asset's operations into its own. While Boosh anticipates operational savings in completing the acquisition, there can be no certainty that cost-saving measures will be effective. Beanfields' expenses historically exceeded its revenues, though it had recently begun significant re-structuring measures. Boosh has commenced the preparation of audited financial statements of the Assets for the years ended December 31, 2021 and 2020 (the "Audited Statements").
As previously announced, as consideration for the Assets, Boosh will issue an aggregate of eight million common shares to the vendors of the assets. All of the payment shares will be subject to a six-month contractual hold period, in addition to resale restrictions required under applicable securities laws in Canada and the United States. Thereafter, the holders have agreed that not more than 4 per cent of the payment shares (or 320,000 payment shares) may be sold in any calendar month with certain exceptions. Boosh will also pay $400,000 (U.S.) through the issuance of a promissory note to the vendors bearing interest at a rate of 6 per cent per annum, with interest-only payments until the 18-month maturity of the note, which note may also be prepaid at any time without penalty. Finally, Boosh will also commit to providing Beanfields aggregate working capital financing of $1-million (U.S.), to be expended at the discretion of Boosh, of which $250,000 (U.S.) was financed upon the execution of the asset purchase agreement and the rest is to be financed on or before March 10, 2022. In the event that the Audited Statements demonstrate a variance of 20 per cent or greater of the representations made concerning the financial condition of the assets, Boosh may unwind the acquisition of the assets, cancel the note and return to treasury the payment shares within 120 days of closing.