North Bud Farms Inc NOBDF

Here are the Transaction Terms!

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Transaction Terms
The transaction (the “Transaction”) is structured as an asset purchase agreement whereby in exchange for the purchase of all of the securities and assets of NBS, NORTHBUD is paying a total of USD$7,500,000 as follows:

• Cash payment of USD$500,000 (paid in full);
• Approximately USD$1 million in convertible shares of Bonfire Brands USA (6,500,000 “convertible shares”); and
• A USD$6,000,000 interest bearing promissory note.

The convertible shares may be exchanged on a 1-1 basis with common shares of NBUD at the discretion of the shareholder. At the time of signing, the converted value of these securities was equal to USD$1,000,000. All applicable U.S. and Canadian regulatory holds shall apply upon conversion.
As per the terms of the agreement NBS will allocate pro rated ownership of assets in NBS and all associated licenses to Bonfire Brands USA throughout the re-payment period, subject to state approval.
Bonfire Brands and NBS have agreed to an operations and management arrangement allowing Bonfire to assume operational control, begin integration and driving revenue immediately.  
“The NORTHBUD and Bonfire Brands USA team are extremely proud to have finalized this agreement making the state of Nevada our strategic entry point into the U.S. legal cannabis market,” said Ryan Brown, CEO of NORTHBUD. “We are equally proud of the structure of the deal and how it minimizes shareholder dilution while allowing our team to begin integration and operations with a focus on immediate revenue growth in one of the most sought-after adult use markets in North America. Our team has been looking at acquisitions in Nevada for over two years before finding the right fit.  The Nevada market is considered one of the largest and most profitable in North America with recreational sales of USD$580 million in the first full year of legalization* (2017 Nevada Dept. of Taxation).”
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Transaction is a significant acquisition but will not result in a “Fundamental Change” pursuant to the policies of the CSE. NORTHBUD will be preparing the necessary corporate and securities filings in order to secure the required approvals for the Transaction.
The parties have agreed to pay USD$187,500 in broker/finder fees to arm’s length parties on a prorated basis connection with the closing of the Transaction.
The closing of the Transaction is conditional on the receipt by the parties of applicable corporate and regulatory approvals, including that of the CSE.
About Nevada Botanical Science, Inc.
Founded by a group of northern Nevada physicians and healthcare professionals who believe in the promise of medical cannabis, Nevada Botanical Science has developed a world class cannabis production, research and development facility in Reno's Washoe County. Its work and commitment are fully in compliance with the Hippocratic Oath as well as Nevada statute. Nevada Botanical Science is dedicated to ensuring the highest measure of safety, governance and stewardship for its patients, employees and the community it serves.
For more information visit: www.nevadabotanicalscience.com
About North Bud Farms Inc.
North Bud Farms Inc., through its wholly owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act.  The Company has built a state-of-the-art purpose-built cannabis production facility located on 135 acres of Agricultural Land in Low, Quebec, Canada. NORTHBUD through its wholly owned U.S. subsidiary, Bonfire Brands USA has acquired Nevada Botanical Science, Inc. a world class cannabis production, research and development facility with 5,000 sq. ft. of indoor cultivation in Reno's Washoe County. Nevada Botanical Science holds medical and adult use licenses for cultivation, extraction and distribution. Bonfire Brands USA has entered into an agreement to acquire assets in Salinas, California.
For more information visit: www.northbud.com
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.