VANCOUVER, British Columbia, November 27, 2018 (Newswire.com) - Kona Capital Ltd. (“Kona” or the “Company”) is pleased to announce that it has entered into a non-binding letter of intent dated as of November 27, 2018 (the “Letter of Intent”) with Seattle based One Web Services Inc. (“OWS”), the owner and operator of the cannabis price comparison website Wikileaf.com. The Letter of Intent outlines the proposed terms and conditions pursuant to which Kona and OWS will effect a business combination that will result in a reverse takeover of Kona by the securityholders of OWS (the “Proposed Transaction”).
Wikileaf.com is a leading price comparison website that assists cannabis consumers in finding location-based pricing information about individual marijuana strains, brands and products – at the critical moment when they are deciding where to spend their money. With millions of inquiries on the Wikileaf platform, that are tied to specific geographical locations, Wikileaf is able to provide an understanding of local customer habits trends and user psychographics to individual dispensaries and brands that will help inform their inventory purchasing, product stocking and strain cultivation decisions.
As presently contemplated, it is expected that the Proposed Transaction will be completed by way of share exchange or similar business combination transaction. It is a condition of the Proposed Transaction that the resulting issuer files a non-offering prospectus and applies to list the common shares of the resulting issuer on the Canadian Securities Exchange.
Under the terms of the Proposed Transaction:
- the outstanding common shares and preferred shares of OWS (together, the “OWS Shares”) will be exchanged for common shares of Kona on the basis of 9.45206 Kona common shares for each OWS Share (the “Exchange Ratio”);
- the outstanding stock options of OWS will represent an entitlement to receive common shares of Kona on the basis of the Exchange Ratio.
As part of the Proposed Transaction, OWS and Kona expect to engage an agent in connection with a “best efforts” private placement offering (the “Financing”) of a minimum of C$7,500,000 in common shares of Kona at a price per common shares to be determined in the context of the market (provided that the minimum valuation of the resulting issuer shall be C$50 million). The completion of the Financing will be subject to, among other things, the execution of definitive documentation and the completion of all necessary due diligence.
“Signing a LOI with Kona is an important step toward Wikileaf becoming a leading digital platform for the North American cannabis industry. We have worked with the principals at Kona in the past and believe they are the ideal partners.”
-Chuck Rifici, Chair, Wikileaf
Wikileaf is a price comparison website for recreational and medicinal cannabis users. Wikileaf provides consumers with instant price comparison among dispensaries in their immediate vicinity. It is owned and operated by Nesta Holding Co. Ltd., a private equity firm that builds partnerships and brands within the cannabis space. Nesta was founded in 2015 by Chuck Rifici, co-founder and former CEO of Canopy Growth Corporation (formerly Tweed Marijuana Inc.). Nesta's mission is to acquire, cultivate and monetize consumer cannabis opportunities that could achieve long-term benefit from the changing U.S. regulatory environment. The firm aims to be the premier partner for companies aspiring to create and shape the legalized cannabis industry. For more information, please visit: www.wikileaf.com.
Kona is a private capital company incorporated pursuant to the Business Corporations Act (British Columbia). Kona has not engaged in any business since incorporation.
Caution Regarding Forward-Looking Information
Certain statements in this news release may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of OWS or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, such statements use words such as “may”, “expect”, “believe”, “plan” and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this news release. These forward-looking statements involve a number of risks and uncertainties.
These risk factors will be discussed in detail under the heading “Risk Factors” in the listing statement to be filed with the CSE. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the company to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, OWS cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as at November 27, 2018. OWS will update these assumptions at each reporting period after going public and will adjust its forward-looking information as necessary.
For more information about Wikileaf, please visit www.wikileaf.com, or follow us on Twitter @Wiki_Leaf, Instagram @wiki_leaf, Facebook @Wikileaf and YouTube Wikileaf.
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Source: Kona Capital