MJ Harvest and Cannabis Sativa Announce the Signing of the Definitive Plan of Merger and Reorganization – CannabisFN

mj-harvest-and-cannabis-sativa-announce-the-signing-of-the-definitive-plan-of-merger-and-reorganization-–-cannabisfn

Ryan Allway

August 11th, 2022

News


MJ Harvest, Inc. (“MJHI”) (OTCQB:MJHI) announced that it has entered into a definitive Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) to merge with and into Cannabis Sativa, Inc. (“CBDS” or “Cannabis Sativa”).

The Merger Agreement was executed on August 8, 2022, and management expects the merger and reorganization to be completed in the fourth quarter of calendar year 2022, subject to certain conditions precedent including shareholder approval by both MJHI and CBDS shareholders.

The Merger Agreement provides for MJHI shareholders to receive 2.7 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger. Upon completion of the merger on the terms described in the Merger Agreement, it is anticipated that MJHI shareholders would own approximately 72% of the surviving company. The Merger Agreement contemplates that CBDS will be the surviving company in the merger and that following the merger, MJHI will cease to exist as a separate corporate entity.

Management believes that since 2017 MJHI has made great progress in becoming a dynamic publicly traded vertically integrated cannabis company in North America. With a strong presence in Oklahoma and South Dakota operations, MJHI and its portfolio companies have seized upon additional opportunities in the cannabis sector in Colorado and California and management is currently reviewing expansion opportunities in New York, New Jersey, Florida, and Missouri, while also working to expand our footprint in California through acquisition of new facilities.

MJHI currently owns a 25 percent interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis operator in Oklahoma and South Dakota. The agreement with PPK provides an option for MJHI to purchase 100% of PPK at any time prior to March 2023.

In May 2021, PPK entered into a cannabis joint venture agreement with the Flandreau Santee Sioux Tribe of South Dakota (“FSST”). Under the joint venture agreement, PPK opened extraction and manufacturing facilities in a building located on the FSST Reservation and has been manufacturing products for FSST at that location utilizing biomass grown in FSST’s existing and expanding grow operations. FSST markets their products under the Native Nations Brand. PPK markets its products under the Country Cannabis Brand, and PPK and FSST have agreements to cross market their respective brands in the various states where each does business.

Since 2013, Cannabis Sativa has focused on assembling a portfolio of brands, products, intangible assets, and expertise to allow research, development, acquisition and licensing of specialized cannabis and CBD related products, including cannabis and CBD formulas, edibles, topicals, strains, recipes, and delivery systems. Cannabis Sativa also owns Wild Earth Naturals, an herbal skin care products formulation and marketing company that targets the growing natural health care products market in the United States and abroad. Cannabis Sativa also operates a top-rated medical marijuana telehealth provider in the United States for patients seeking access to medical marijuana.

The merger, if consummated, represents a shift in the operations of CBDS from its current telehealth business, PrestoDoctor, toward a focus on the vertically integrated cannabis business being developed by MJHI. The combined businesses following the merger will have operations in seven states, and a comprehensive product line that includes the Country Cannabis Brand plus licensing arrangements for the Weedsy, BLVK, Chronic, and Sublime Brands. MJHI also holds 10% investments in WDSY, LLC and Blip Holdings, LLC, the companies that own the Weedsy and BLVK brands, respectively. MJHI’s current product offerings and the Brands represented are reflected on the MJHI website at www.mjhi.com.

The combined company intends to create a leading North American vertically integrated cannabis products operator with the management, capabilities, knowledge, resources, and scale to successfully capitalize on the opportunities presented in the cannabis industry as more states legalize the plant and cannabis products and as we approach possible federal legalization.

As we also head into a potential economic downturn, both companies believe there will be numerous acquisition opportunities to purchase existing cannabis operations at depressed prices below fair entity value, and the combined company should be well positioned and structured to take advantage of these opportunities.

Patrick Bilton, Chairman and Chief Executive Officer of MJ Harvest Inc., and Cannabis Sativa’s President and CEO, David Tobias, issued a joint statement: “This transaction creates a solid foundation for the resulting entity to become a known leader in the cannabis industry in North America. The combined company will be in a better position to create shareholder value while we immediately benefit from the significant synergies amongst our companies. We are both very excited about the pending merger and we give our full support and commitment to the completion of this merger.”

About MJ Harvest, Inc.

MJHI cultivates, harvests, manufactures, and sells cannabis products through its growing relationship with PPK. PPK sells and markets cannabis flower and edibles throughout Oklahoma and through a joint venture relationship with the Flandreau Santee Sioux Tribe in Flandreau, South Dakota. MJHI currently owns 25% of PPK with options to acquire up to 100% of PPK Investment Group at any time prior to March 31, 2023.

MJHI also acquires and markets products and technologies that are designed to benefit growers and processors in the horticultural and agricultural industries. MJHI launched www.procannagro.com to provide a professionally designed and maintained web-based marketing outlet for the company’s brands and technologies.

About Cannabis Sativa, Inc.

Cannabis Sativa, Inc. (“CBDS”) is engaged in telehealth through its 51% owned subsidiary, and the licensing of cannabis-related intellectual property, marketing and branding for cannabis-based products and services, operation of cannabis-related technology services, and ancillary business activities. CBDS holds a U.S. patent on the Ecuadorian Sativa strain of Cannabis, a U.S. Patent for a marijuana lozenge, a Cannabis-based pharmaceutical composition for the treatment of hypertensive disorders by submucosal delivery, and trade secret formulas and processes and operates subsidiary PrestoDoctor®. Cannabis Sativa IP includes the “hi” and “White Rabbit” brands, and domain name portfolio including cbds.com and cannabissativa.com.

Forward-Looking Statements

This press release contains forward-looking statements and information. Although the forward- looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. No assurances are, or can be given, that the parties will close the merger agreement, or that if such merger agreement is closed, the merged business would be successful. Certain conditions to any closing of a potential merger would likely be outside of our control. The Company assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this release.

CONTACT:
MJ Harvest, Inc.
9205 West Russell Rd., Ste. 240
Las Vegas, NV 89148
Telephone: 954.519.3115
[email protected]
@HARVESTMJ

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.



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About CFN Media Group

CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.

Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as “expects”, “will”, “anticipates”, and “estimates”; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief “snapshot” of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled “Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.

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