June 6, 2020 / Mota Ventures Corp. (CSE:MOTA)(FSE:1WZ:GR)(OTC PINK:PEMTF) (the “Company“) is pleased to announce that it has entered into a binding term sheet (the “Term Sheet“) dated June 5, 2020 with Unified Funding LLC (“Unified“). The term sheet replaces the previous preliminary letter of intent entered into with Unified on May 21, 2020.
Ryan Hoggan, Chief Executive Officer stated “The very nature of CBD, natural health products and psychedelics unequivocally points the future of our nascent industry into digital targeting, marketing and engagement of customers who will turn to the web to learn about and acquire the right products for them. Mota has already demonstrated superior eCommerce capabilities in 2020 but this acquisition of Unified will make us a formidable presence in the space.”
Hoggan added “From a shareholder value point of view, the one thing the biggest tech companies in the world have in common – according to McKinsey – is that they are all platform-based organizations that owe much of their success to the agility with which they are able to innovate and reconfigure themselves to go after new opportunities. With this acquisition, we hope to establish a platform that will serve a growing global industry going forward.”
PLATFORM HAS FACILITATED C$364 MILLION IN TRANSACTIONS SINCE 2015, C$93.8 MILLION IN 2019
Unified is a leading eCommerce platform company established in 2015 by partners with over a decade experience in eCommerce marketing. Unified has developed a proprietary technology platform along with a CRM designed specifically for emerging, small and medium sized eCommerce businesses worldwide. To date, the platform has successfully facilitated over CDN$364,000,000 in consumer transactions, including CDN$93,800,000 in 2019 alone.
The platform generates revenue from licensing, marketing and product fulfillment fees supporting brands in the natural health products sector, including skin care, nutraceutical, essential oils and CBD. Unified brings the platform and experience needed for the Company to expand its product portfolio and brands. Integration of the platform with the Unified experienced team of professionals to run it will allow the Company to develop new products and enter new natural healthcare markets, aided significantly by Unified’s ability to closely track current trends through a global network of media partners.
Kevin Keranen, Chairman of Unified, stated “Along with a diverse team of eCommerce experts, we have built one of the most comprehensive eCommerce platforms in the natural health products sector. Our combination of technology with a full team of individuals dedicated to specific segments of the business allows us to deliver robust growth for our clients. As we look to become a part of Mota, we will be able to access the growth capital to further expand our marketing efforts and support any initiative drive by the Company in a more strategic manner.”
UNIFIED PLATFORM GOES BEYOND PRODUCT SALES
Unified provides a comprehensive suite of managed services in high-demand by its clients. These services are driven by both technology and a team of over forty United States based employees that include:
Customer Acquisition: Unified creates and executes digital marketing campaigns to acquire customers in the clients targeted demographic. By utilizing Unified’s vast marketing channels, clients are able to learn about new market trends and adapt accordingly.
Product Development: Unified is able to guide product development by utilizing intelligence generated by the millions of customer records of opt-in buyers and potential buyers. Unified has relationships with product development professionals, labs and manufacturers to create products within scope and within budget.
Supply Chain Management & Logistics: Through its partners, Unified can help manage clients supply chain to ensure on-time delivery to each customer’s doorstep and to adapt to varying levels of product demand.
Customer Service: As part of the technology platform, Unified provides real-time customer service metrics to accurately measure performance of each customer service agent, which significantly impacts the profitability of each clients business.
Profitability Analysis: Most importantly, the technology and staff at Unified are focused on profitability for each and every client. The business manages over 100 key performance indicators that have been developed through experience, which translates to higher success rates for Unified clients.
PROPOSED TRANSACTION
The Letter of Intent contemplates that the Company would acquire Unified in consideration for US$45,000,000, which will be satisfied through the issuance of common shares of the Company (the “Consideration Shares“). The Consideration Shares will be issuable at a deemed price (the “Transaction Price“) equivalent to the greater of: (i) the volume-weighted average closing price of the common shares of the Company on the Canadian Securities Exchange in the ten trading days prior to the entering into of a definitive agreement in respect of the acquisition, and (ii) Cdn$0.40.
In addition to the Consideration Shares, Unified will be entitled to receive a one-time bonus payment of US$15,000,000 (the “Bonus Payment“) in the event the Company achieves gross revenue in excess of US$15,000,000 from the Unified business in the twelve-month period following closing of the acquisition. The Bonus Payment will be payable in common shares of the Company (the “Bonus Shares“), at the Transaction Price.
The Consideration Shares, and the Bonus Shares, will be subject to terms of a thirty-six month time-release pooling arrangement, during which time they may not be transferred, assigned, pledged or otherwise traded. The shares will be released from the pooling arrangement in tranches, of which twenty percent will be released upon issuance, and the balance in six equal tranches every six months thereafter.
Completion of the proposed acquisition of Unified remains subject to a number of conditions, including, but not limited to, satisfactory completion of due diligence, negotiation of definitive documentation and the receipt of any required regulatory approvals. The acquisition cannot be completed until these conditions are satisfied and there can be no assurance that the acquisition will be completed at all.
The proposed acquisition is not expected to constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. The Company will provide further information regarding the proposed acquisition, as that information becomes available.
This press release is available for investor discussion on the Company’s AGORACOM Discussion Forum, a moderated social media platform that enables civilized discussion and Q&A between Management and Shareholders.
Figures presented in this news release were translated from US dollars into Canadian dollars using the Bank of Canada closing exchange rate on June 3, 2020 of US$1.00:Cdn$1.3504.
About Mota Ventures Corp.
Mota Ventures is an established eCommerce, direct to consumer provider of a wide range of natural health products including CBD and psychedelic medicine products in the United States and Europe. In the United States, the company sells a CBD hemp-oil formulation derived from hemp grown and formulated in the US through its Nature’s Exclusive brand. Within Europe, its Satavida brand of award winning 100% organic CBD oils and cosmetics are sold throughout Spain, Portugal, Austria, Germany, France, and the United Kingdom. In German Verrian currently produces natural psilocybin extract capsules under the PSI GEN and PSI GEN+ brand. Mota Ventures is also seeking to acquire additional revenue producing CBD brands and operations in both Europe and North America, with the goal of establishing an international distribution network for CBD products. Low cost production, coupled with international, direct to customer, sales channels will provide the foundation for the success of Mota Ventures.
ON BEHALF OF THE BOARD OF DIRECTORS
MOTA VENTURES CORP.
Ryan Hoggan
Chief Executive Officer
For further information, readers are encouraged to contact Joel Shacker, President at +604.423.4733 or by email at [email protected] or www.motaventuresco.com
