Corp (), formerly Primary Energy Metals Inc () (OTCMKTS:PEMTD), announced Tuesday that it has completed the acquisition of Columbian cannabis producer NNZ Consulting Corp.
NNZ is a privately-held company that, through its subsidiary, Ihuana SAS, is licensed to cultivate non-psychoactive cannabis in Colombia for seed production, manufacturing of derivative products such as cannabidiol (CBD) and for industrial purposes.
"The acquisition of NNZ and our public listing on the Canadian Securities Exchange is a great accomplishment for the team. We can now continue to execute on our business plan to become a leading producer of premium-quality medicinal cannabis products," said CEO Joel Shacker in a statement.
READ: Primary Energy Metals forges ahead with NNZ Consulting acquisition by striking share purchase agreement
"We have brought together some of the finest Canadian leadership in the cannabis industry, strategic global relationships and a very strong operational team in Columbia that will allow us to become a leader in the international cannabis market," Shacker added.
Following the completion of the transaction, the company intends to focus its efforts on developing the business of NNZ and has changed its name to Mota Ventures to reflect its activities in the South American cannabis sector.
The transaction was completed pursuant to the terms of a definitive share purchase agreement on November 4 entered into with NNZ and each of its shareholders. The company has issued 39,997,500 common shares to the existing shareholders of NNZ and has converted the subscription receipts previously issued in the private placement and the gross proceeds of the financing have been released to the company.
In the conversion of the receipts, the company issued 12,196,249 units. Each conversion unit consists of one common share and one common share purchase warrant entitling the holder to acquire an additional common share at a price of C$0.50 until November 28, 2021. The company has also paid finders' fees of C$96,835 and issued 322,786 conversion warrants to certain parties that assisted the company in introducing subscribers to the financing.
Mota Ventures has also issued 4 million common shares to certain arm's-length third parties that assisted in introducing the transaction to the company, 800,000 common shares to a contractor, as consideration for certain corporate finance advisory services, and 416,667 conversion units to a contractor, as consideration for certain marketing services.
Following the completion of the transaction, the company has 80,732,902 common shares outstanding. A total of 17,611,149 common shares are subject to an escrow arrangement, which will be released in tranches over a 36-month period. The conversion units, finder's fee shares, advisory fee shares and marketing fee units are subject to a four-month-and-one-day statutory hold period.
Mota Ventures said there have been no changes to the board of directors or management in connection with the completion of the transaction.
Trading in the company's shares is currently halted, pending completion of customary filings with the exchange. It is anticipated that trading will resume on December 4 under the new name.
The company also announced that it has granted 4.67 million incentive stock options to certain directors, officers, consultants and employees. The options have been granted in accordance with the company's incentive stock option plan and are exercisable at a price of C$0.30 per option for a period of 60 months.
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