MJ Harvest and Cannabis Sativa Merger and Reorganization


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

The acquisition agreement allows MJHI shareholders to receive 2.7 shares of CBDS common shares for each share of MJHI common stock held immediately before the merger.

Upon completion of the merger on the terms described within the Merger Agreement, it’s anticipated that MJHI shareholders would own approximately 72% of the surviving company.

The acquisition agreement contemplates that CBDS will be the surviving company in the merger and that 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 robust presence in Oklahoma and South Dakota operations, MJHI and its portfolio companies have seized upon additional opportunities within the cannabis sector in Colorado and California.

Management is currently reviewing expansion opportunities in New York, New Jersey, Florida, and Missouri and also working on expanding our footprint in California by acquiring the latest 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 get 100% of PPK at any time before March 2023.

In May 2021, PPK entered a cannabis venture agreement with the Flandreau Santee Sioux Tribe of South Dakota FSST.

Also read – Pennsylvania Medical Cannabis Company Lays Off 55 Workers, Calls For Relief.

Under the venture agreement, PPK opened extraction and manufacturing facilities in a building 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 its 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 within the various states where each does business.

Since 2013, marijuana has focused on assembling a portfolio of brands, products, intangible assets, and expertise to permit research, development, acquisition, and licensing of specialized cannabis and CBD-related products, including cannabis and CBD formulas, edibles, topicals, strains, recipes, and delivery systems.

Marijuana also owns Wild Earth Naturals, an herbal skin care products formulation and marketing company that targets the growing natural health care products market within the United States and abroad.

Marijuana also operates as 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 within the operations of CBDS from its current telehealth business, PrestoDoctor, toward attention on the vertically integrated cannabis business being developed by MJHI.

The combined businesses will have operations in seven states following the merger and a comprehensive line that includes the Country Cannabis Brand plus licensing arrangements for the Weedsy, BLVK, Chronic, and stylish Brands.

MJHI also holds 10% investments in WDSY, LLC and Blip Holdings, LLC, the businesses that own the Weedsy and BLVK brands. MJ’s current product offerings and the Brands represented are reflected on the MJHI website at www.mjhi.com.

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

As we also head into a possible economic downturn, both companies believe there’ll be numerous acquisition opportunities to purchase existing cannabis operations at depressed prices below fair entity value.

Therefore the combined company should be well positioned and structured to take advantage of these opportunities.

Patrick Bilton, Chairman and Chief military 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 within the cannabis industry in North America. The combined company will be better positioned 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 that 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 flowers and edibles throughout Oklahoma through a joint venture relationship with the Flandreau Santee Sioux Tribe in Flandreau, South Dakota.

MJHI currently owns 25% of PPK with options to accumulate up to 100% of PPK Investment Group before March 31, 2023.

Also read – Nasdaq News: Medical Marijuana, Inc. CEO on U.S. Cannabis Market.

MJHI also acquires and markets products and technologies designed to profit growers and processors in the horticultural and agricultural industries.

MJHI launched www.procannagro.com to supply a professionally designed and maintained web-based marketing outlet for the company’s brands and technologies.

About Marijuana, Inc.

Cannabis Sativa, Inc. (“CBDS”) is engaged in telehealth through its 51% owned subsidiary, and therefore 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 treating hypertensive disorders by submucosal delivery, and secret formulas and processes and operates a subsidiary.

Forward-Looking Statements

This handout contains forward-looking statements and information. Although the forward-looking statements during this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties which will cause actual results to be materially different from those discussed in these forward-looking statements.

No assurances are or are often given that the parties will close the acquisition agreement or that if such an acquisition agreement is closed, the merged business will achieve success.

Certain conditions to closing a possible merger would likely be outside our control. The corporate assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the release date.

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