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NUGL Inc. to Acquire Kaya LLC, A Vertically Integrated Cannabis Company

NUGL | March 14, 2022

Kaya LLC, a vertically integrated cannabis company and Wellness Ecosystem will create tremendous synergy with the core print and digital media assets of NUGL, Inc.
Based in Jamaica, Kaya is the first medicinal Ganja Herb House in the Caribbean.
Access to capital markets will enable Kaya to accelerate growth and enhance its unique Wellness Ecosystem offering.
Completion of the Transaction is anticipated to occur on or before March 30, 2022, and the company will be renamed “Kaya Group, Inc.”

LOS ANGELES, March 14, 2022 (GLOBE NEWSWIRE) -- NUGL Inc. (“NUGL”) (US OTC: NUGL), a search directory and multimedia platform for the cannabis industry, announced today it has entered into of a definitive acquisition agreement to acquire the outstanding shares and economic interests of Saint Ann, Jamaica based Kaya LLC (“Kaya”), which includes Jamaica Ganja Corporation, Island Kaya Group Limited, Kaya Extracts Ltd., The Herb Company Limited, Island Kaya Tours Ltd., Island Kaya Spa Ltd., and Irish Rover Limited, subject to certain conditions and applicable shareholder and corporate approvals (the “Transaction”). Kaya is a vertically integrated cannabis company licensed to cultivate, process, distribute, and retail medical cannabis in Jamaica through its affiliate Island Kaya. Immediately following the Transaction, NUGL, Inc. is expected to change its name to “Kaya Group Inc.”

Kaya is the first medical cannabis brand from the Caribbean, as well as one of Jamaica’s leading, vertically integrated medical cannabis companies. Kaya's diverse operations include a licensed cultivation facility, processing facility, 3 retail herb houses, and one ganja franchise in Punta Del Este, Uruguay. Kaya was the first to open a medical cannabis location in Jamaica in March 2018 and has established itself as a leading supplier and supporter of medical cannabis throughout the Caribbean. Kaya's holistic, wellness-focused ecosystem was created to teach its visitors about the history of Ganja in Jamaica and show them how it’s grown, while enjoying it in a social setting. Kaya's locations offer locally grown herbs and straight-from-the-farm extracts, world-renowned cuisine, juices at its cafe, and a tourist-friendly pizza restaurant. Patients can bring their own medical licenses from their home country or visit a doctor on Kaya's premises.

“Our shared vision of continued investment into our core markets, while we focus on launching the brand in International markets with their core media assets in print and digital, makes this a complimentary fit for both companies,” said Bali Vaswani, Chairman and CEO of Kaya.

Benefits of the Transaction

Access to capital markets will enable Kaya to accelerate growth and enhance its unique Wellness Ecosystem offering into international markets.
Strong operating team in one of the most regulated medical markets with a strong track record since 2015.
Curate local media for NUGL platform utilizing Kaya’s award-winning retail stores for content which have already hosted live concerts with some of the most talented reggae artist including Popcaan “Vanquish” Acoustic Show, Kymani Marley, Beenie Man, David Rodigan, Chronixx, Keznamdi, Jesse Royal, Jah9, Lila Ike, Protoje, and Toots and The Maytals.

Definitive Agreement

Pursuant to the terms of the Definitive Agreement, the Transaction is proposed to be completed by way of a share exchange. Approximately 816,482,051 NUGL Shares will be issued to Kaya shareholders in the aggregate. After giving effect to the Transaction, the Combined Company is expected to have approximately 868,482,051 shares issued and outstanding (non-diluted). Consistent with the regulations of the Cannabis Licensing Authority (Jamaica) (the “CLA”), following closing of the Transaction, NUGL will hold 49% of the voting equity of the Kaya Group, and hold 100% of the economic interests in the Kaya Group pursuant to a shareholders agreement.

The NUGL Shares to be issued to Kaya Shareholders will be restricted securities subject to a holding period pursuant to applicable securities laws.

Completion of the Transaction is anticipated to occur on or before March 30, 2022 (or such other date as may be agreed by the parties), subject to the fulfillment of certain customary closing conditions, including requisite shareholder approvals for the Transaction and receipt of applicable regulatory approvals, including the approval of the CLA.

CJ Melone, CEO of NUGL Inc., stated “The completion of the merger between NUGL and Kaya will create amazing opportunities in the global cannabis sector. I am honored to have been offered and accepted the Chief Operating Officer position for the group so we can build out the brand in key markets where we already have established partnerships. This will provide us with operating cash flow and additional financial resources so we can continue to offer long term strategic value to our shareholders. I could not be more excited with the expansion opportunities which have already been identified.”

Capital Raise

Prior to the transaction NUGL filed a Regulation A Offering circular that has been qualified by the US Securities and Exchange Commission seeking to raise a maximum of $20 million. This capital raise will fund the joint growth strategy into the respective countries of operation for Kaya Group and NUGL Inc. The 2022 budget includes and is not limited to the USA, Jamaica, Caribbean, and Uruguay with plans to expand NUGL’s global technology and media launch as well as Kaya’s cannabis products entering the US market, debuting in California.

Aaron Raub, Partner & Portfolio Manager of Ambria Capital that is working on financing with NUGL and Kaya said, “It’s been a pleasure working with both firms and seeing the value they have brought to the cannabis industry over the years and I want to congratulate both respective teams on bringing this acquisition together. The synergies between the two companies will create global opportunities for massive growth with a focus in the Caribbean and US markets. As an investor, Ambria is excited to collaborate and support the company as they evaluate opportunities and expand their footprint.”

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Cautionary statements

This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, and that the Transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. NUGL and Kaya undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the NUGL, Kaya, their securities, or their respective financial or operating results (as applicable). Completion of the transaction is subject to a number of conditions, including but not limited to, Kaya shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

About Kaya Group

Kaya is Jamaica’s leading vertically-integrated medical cannabis company with diverse operations headquartered in Ocho Rios, which includes a licensed cultivation facility with over 40 genetics, a processing facility, three retail dispensaries, and conditional licenses to transport and operate therapeutic wellness spas. The Kaya Group was the first to open a medical cannabis retail location in Jamaica in March 2018 and has since established itself as a leading supplier and exporter of medical cannabis throughout the Caribbean, Australia and South America through its ganja franchise with Quantum Ventures in Punta Del Este, Uruguay. For more information on Kaya please visit www.kayaherbhouse.com.

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