$GPFT and $LVCA Lake Victoria Mining, Inc. Signs Letter of Intent for Reverse Acquisition by Budtrader.com
Press Release | 04/30/2020
Los Angeles, CA, April 30, 2020 (GLOBE NEWSWIRE) -- Lake Victoria Mining, Inc. (OTCPINK:LVCA, “ LVCA” or the “Company”), is announcing today that it has executed a binding letter of intent (“LOI”) to be acquired in a reverse acquisition (the “Acquisition”) by privately held Encinitas, CA based P5 Systems Inc. (“BudTrader”) which owns and since 2016 has operated the BudTrader.com website on which BudTrader’s two million plus registered users safely and legally post classifieds–style advertisements for cannabis products, services, jobs, information and equipment etc. The site was originally conceived to be solely a cannabis commerce platform but as it has increased in number of users and user time spent on the site, it has evolved spontaneously into the cannabis ecosphere’s defacto largest social media platform upon which users can freely communicate and network with one another about all things cannabis without fear of platform censorship or banishment as is the case on all the major social media platforms. BudTrader’s founder Brad McLoughlin and its directors and LVCA’s current management (Bradley and Daniel Yourist, also the control persons of Grapefruit USA, Inc.; OTCPINK: GPFT), all believe this cannabis centric social media platform has the potential for explosive growth in lock step with projected growth rate of the US legal cannabis market which, according to New Frontier Data will be $17 billion for the year ending December 31, 2020 and projected by the same group to exceed $27.5 billion by the year ending December 31, 2025.
The reverse acquisition of LVCA, which is a control affiliate of Grapefruit, significantly expands the alliance between the two southern California firms which was first made public on April 1, 2020 when the firms announced execution of a Data License Agreement (the “License”) between them. Since that time, the firms have worked closely implementing the logistics of the License and in the course of that work the concept of the Acquisition developed into a general plan for the Acquisition culminating in the execution of the LOI. At the conclusion of the Acquisition, Grapefruit’s founders and management team will own approximately 20% of post-acquisition LVCA/BudTrader.
The unique transaction will yield a focused collaboration between the two publicly held companies, a wholly owned subsidiary of one of which, Grapefruit, holds current California cannabis manufacturing and distribution licenses and the other of which, BudTrader, has in excess of two million registered users and more than 20 million page views per month with an average platform visit time in excess of 15 minutes. The cross marketing possibilities of this arrangement appears to be more than insignificant.
Pursuant to the terms of the binding LOI, the Company and BudTrader have initiated negotiations intended to result in completion and execution of a definitive equity exchange agreement (the “Agreement”) defining all of the material terms of the Acquisition on or before May 31, 2020. (the “ Proposed Closing Date” ) Per the LOI, the Agreement shall provide that upon conclusion of the Acquisition, BudTrader’s designees shall own approximately 80% of the then outstanding common shares of the Company and the Company’s current shareholders shall own approximately 20% of such then outstanding common shares. Furthermore, the Acquisition cannot be consummated until BudTrader obtains an acknowledgement from a PCAOB member independent public accounting firm acceptable to both parties (the “Prospective Auditor”) that BudTrader’s accounting records and financial statements for the years ended December 31, 2018 and 2019 are of such form and substance that they can be audited in conformity with US Generally Accepted Accounting Principles auditing standards and that the Prospective Auditor has been retained and commenced the BudTrader audit. The LOI is subject to customary due diligence, compliance, exclusivity and confidentiality provisions.
On the Proposed Closing Date, the current LVCA officers and directors shall appoint BudTrader’s designees (subject to approval by existing LVCA Management) to officer and director positions in post-Acquisition LVCA and immediately resign their positions as officers and directors of the Company. However, Daniel Yourist shall remain a Director and acting Chief Financial Officer of LVCA until a replacement suitable to all interested parties can be appointed.
With respect to the Acquisition, Bradley Yourist, GPFT CEO commented, “We have been intrigued by the idea of an alliance with BudTrader since our first meeting with them in March 2020 in Palm Springs California. BudTrader’s multimillion cannabis centric user social media base and its custom designed analytics not only allow Grapefruit to target market its products to BudTrader’s specific set of consumers but also receive constant real time feedback on our products from BudTrader’s users on the social media platform. We can rapidly fine tune a potentially disruptive product such as our Patchless-Patch on the BudTrader platform in real time. BudTrader will receive marketing fees in consideration for its online marketing efforts in connection with sales of Grapefruit and its partner’s products and our unique Grapefruit offerings will draw new users to the BudTrader site. As our product sales and revenues grow, BudTrader’s user base and revenues will grow as a result of our cross-marketing efforts.”
Yourist continued, “An additional, not insignificant, aspect of our collaboration is that we believe our recent experience with the reverse acquisition of Imaging3, Inc. will lessen the time expense, and distraction BudTrader will suffer in connection with the regulatory requirements, audit issues and public company issues they will encounter as they complete their audit, file their registration statement on Form 10 and eventually become a fully reporting company and allow them to expend more corporate resources on growing their user base and less on public company issues.
We anticipate that Grapefruit’s ever-expanding relationship with Brad McLaughlin and the team at www.BudTrader.com will add market value to both GPFT and LVCA. Also, Brad is a master marketer and will join Grapefruit’s marketing team in its efforts to gain national exposure for our patented Patchless-Patch, the world’s first, patented time-release topical cream that delivers a predictable level of THC/CBD via the skin. Through the use of this patented time release technology Grapefruit will be able to ‘customize your high’ by using the well-known entourage effect to deploy different cannabinoids, such as THC, CBN, CBD and CBC together in a blend.
BudTrader’s founder and cannabis industry online innovator Brad McLaughlin commented, “We have been working with Grapefruit studying advanced data analytics from the legal cannabis marketplace and immediately recognized the synergy between Grapefruit and BudTrader at both the corporate culture and management team level. It’s a natural fit.”
About GRAPEFRUIT/LVCA
The Grapefruit/LVCA corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products. Grapefruit’s extraction laboratory and distribution facilities are located in the industry recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 14 miles north of downtown Palm Springs. Grapefruit obtained its California cannabis licenses in January 2018 and commenced distribution of cannabis products thereafter. Grapefruit’s vision is to become a seed to sale, fully vertically integrated ethical and compliant cannabis product Company. To obtain further information on Grapefruit and its operations, please visit its website at https://grapefruitblvd.com/. To learn more about Grapefruit’s Sugar Stoned branded line of infused edibles, please visit us at https://sugarstoned.com/.
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About BUDTRADER
BudTrader is based in Encinitas, California. BudTrader is the Cannabis industry’s largest social media platform with over 2 million registered users and more than 20 million-page views per month with an average time on site of over 15 minutes. The Company’s database of cannabis users and vendors is one of the largest in the world. The Company’s website is www.BudTrader.com.
Safe Harbor Statement
Grapefruit cautions you that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the company may not ever obtain additional funds necessary to support its business development and growth plans; and the company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q for the period ended June 30, 2019 and its Registration Statement on Form S-1. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Investor Relations Contact:
Bradley Yourist
byourist@me.com
10866 Wilshire Blvd., Suite 225
Los Angeles, California 90024
(310) 575-1175
Lake Victoria Mining Company, Inc.
10866 Wilshire Blvd., Suite 225
Los Angeles, CA 90024
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Press Release | 04/30/2020
Los Angeles, CA, April 30, 2020 (GLOBE NEWSWIRE) -- Lake Victoria Mining, Inc. (OTCPINK:LVCA, “ LVCA” or the “Company”), is announcing today that it has executed a binding letter of intent (“LOI”) to be acquired in a reverse acquisition (the “Acquisition”) by privately held Encinitas, CA based P5 Systems Inc. (“BudTrader”) which owns and since 2016 has operated the BudTrader.com website on which BudTrader’s two million plus registered users safely and legally post classifieds–style advertisements for cannabis products, services, jobs, information and equipment etc. The site was originally conceived to be solely a cannabis commerce platform but as it has increased in number of users and user time spent on the site, it has evolved spontaneously into the cannabis ecosphere’s defacto largest social media platform upon which users can freely communicate and network with one another about all things cannabis without fear of platform censorship or banishment as is the case on all the major social media platforms. BudTrader’s founder Brad McLoughlin and its directors and LVCA’s current management (Bradley and Daniel Yourist, also the control persons of Grapefruit USA, Inc.; OTCPINK: GPFT), all believe this cannabis centric social media platform has the potential for explosive growth in lock step with projected growth rate of the US legal cannabis market which, according to New Frontier Data will be $17 billion for the year ending December 31, 2020 and projected by the same group to exceed $27.5 billion by the year ending December 31, 2025.
The reverse acquisition of LVCA, which is a control affiliate of Grapefruit, significantly expands the alliance between the two southern California firms which was first made public on April 1, 2020 when the firms announced execution of a Data License Agreement (the “License”) between them. Since that time, the firms have worked closely implementing the logistics of the License and in the course of that work the concept of the Acquisition developed into a general plan for the Acquisition culminating in the execution of the LOI. At the conclusion of the Acquisition, Grapefruit’s founders and management team will own approximately 20% of post-acquisition LVCA/BudTrader.
The unique transaction will yield a focused collaboration between the two publicly held companies, a wholly owned subsidiary of one of which, Grapefruit, holds current California cannabis manufacturing and distribution licenses and the other of which, BudTrader, has in excess of two million registered users and more than 20 million page views per month with an average platform visit time in excess of 15 minutes. The cross marketing possibilities of this arrangement appears to be more than insignificant.
Pursuant to the terms of the binding LOI, the Company and BudTrader have initiated negotiations intended to result in completion and execution of a definitive equity exchange agreement (the “Agreement”) defining all of the material terms of the Acquisition on or before May 31, 2020. (the “ Proposed Closing Date” ) Per the LOI, the Agreement shall provide that upon conclusion of the Acquisition, BudTrader’s designees shall own approximately 80% of the then outstanding common shares of the Company and the Company’s current shareholders shall own approximately 20% of such then outstanding common shares. Furthermore, the Acquisition cannot be consummated until BudTrader obtains an acknowledgement from a PCAOB member independent public accounting firm acceptable to both parties (the “Prospective Auditor”) that BudTrader’s accounting records and financial statements for the years ended December 31, 2018 and 2019 are of such form and substance that they can be audited in conformity with US Generally Accepted Accounting Principles auditing standards and that the Prospective Auditor has been retained and commenced the BudTrader audit. The LOI is subject to customary due diligence, compliance, exclusivity and confidentiality provisions.
On the Proposed Closing Date, the current LVCA officers and directors shall appoint BudTrader’s designees (subject to approval by existing LVCA Management) to officer and director positions in post-Acquisition LVCA and immediately resign their positions as officers and directors of the Company. However, Daniel Yourist shall remain a Director and acting Chief Financial Officer of LVCA until a replacement suitable to all interested parties can be appointed.
With respect to the Acquisition, Bradley Yourist, GPFT CEO commented, “We have been intrigued by the idea of an alliance with BudTrader since our first meeting with them in March 2020 in Palm Springs California. BudTrader’s multimillion cannabis centric user social media base and its custom designed analytics not only allow Grapefruit to target market its products to BudTrader’s specific set of consumers but also receive constant real time feedback on our products from BudTrader’s users on the social media platform. We can rapidly fine tune a potentially disruptive product such as our Patchless-Patch on the BudTrader platform in real time. BudTrader will receive marketing fees in consideration for its online marketing efforts in connection with sales of Grapefruit and its partner’s products and our unique Grapefruit offerings will draw new users to the BudTrader site. As our product sales and revenues grow, BudTrader’s user base and revenues will grow as a result of our cross-marketing efforts.”
Yourist continued, “An additional, not insignificant, aspect of our collaboration is that we believe our recent experience with the reverse acquisition of Imaging3, Inc. will lessen the time expense, and distraction BudTrader will suffer in connection with the regulatory requirements, audit issues and public company issues they will encounter as they complete their audit, file their registration statement on Form 10 and eventually become a fully reporting company and allow them to expend more corporate resources on growing their user base and less on public company issues.
We anticipate that Grapefruit’s ever-expanding relationship with Brad McLaughlin and the team at www.BudTrader.com will add market value to both GPFT and LVCA. Also, Brad is a master marketer and will join Grapefruit’s marketing team in its efforts to gain national exposure for our patented Patchless-Patch, the world’s first, patented time-release topical cream that delivers a predictable level of THC/CBD via the skin. Through the use of this patented time release technology Grapefruit will be able to ‘customize your high’ by using the well-known entourage effect to deploy different cannabinoids, such as THC, CBN, CBD and CBC together in a blend.
BudTrader’s founder and cannabis industry online innovator Brad McLaughlin commented, “We have been working with Grapefruit studying advanced data analytics from the legal cannabis marketplace and immediately recognized the synergy between Grapefruit and BudTrader at both the corporate culture and management team level. It’s a natural fit.”
About GRAPEFRUIT/LVCA
The Grapefruit/LVCA corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products. Grapefruit’s extraction laboratory and distribution facilities are located in the industry recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 14 miles north of downtown Palm Springs. Grapefruit obtained its California cannabis licenses in January 2018 and commenced distribution of cannabis products thereafter. Grapefruit’s vision is to become a seed to sale, fully vertically integrated ethical and compliant cannabis product Company. To obtain further information on Grapefruit and its operations, please visit its website at https://grapefruitblvd.com/. To learn more about Grapefruit’s Sugar Stoned branded line of infused edibles, please visit us at https://sugarstoned.com/.
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About BUDTRADER
BudTrader is based in Encinitas, California. BudTrader is the Cannabis industry’s largest social media platform with over 2 million registered users and more than 20 million-page views per month with an average time on site of over 15 minutes. The Company’s database of cannabis users and vendors is one of the largest in the world. The Company’s website is www.BudTrader.com.
Safe Harbor Statement
Grapefruit cautions you that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the company may not ever obtain additional funds necessary to support its business development and growth plans; and the company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q for the period ended June 30, 2019 and its Registration Statement on Form S-1. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Investor Relations Contact:
Bradley Yourist
byourist@me.com
10866 Wilshire Blvd., Suite 225
Los Angeles, California 90024
(310) 575-1175
Lake Victoria Mining Company, Inc.
10866 Wilshire Blvd., Suite 225
Los Angeles, CA 90024
Back to News Headlines
Other Financial Information
Recent News & Disclosure Filings
Recent SEC Filings
Pink Current Information
Verified Profile 01/2020
Transfer Agent Verified
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