- Kaya LLC, a vertically integrated cannabis company and wellness ecosystem will synergize tremendously with NUGL, Inc.’s core print and digital media assets.
- Based in Jamaica, Kaya is the premier herbal Ganja house in the Caribbean.
- Access to capital markets will allow Kaya to accelerate its growth and enhance its unique wellness ecosystem offering.
- Completion of the transaction is expected to occur no later than March 30, 2022, and the company will be renamed “Kaya Group, Inc.”
LOS ANGELES, March 14, 2022 (GLOBE NEWSWIRE) — NUGL Inc. (“NUGL”) (US OTC: NUGL), a search directory and media platform for the cannabis industry, today announced the conclusion of a ‘a definitive acquisition agreement to acquire the outstanding shares and economic interests of Kaya LLC (“Kaya”), based in Saint Ann, Jamaica, which includes Jamaica Ganja Corporation, Island Kaya Group Limited, Kaya Extracts Ltd., The Herb Company Limited, Island Kaya Tours Ltd., Island Kaya Spa Ltd. and Irish Rover Limited, subject to certain conditions and applicable shareholder and corporate approvals (the “Transaction”). Kaya is a vertically integrated cannabis company licensed to cultivate, process, distribute and retail medical cannabis in Jamaica through its subsidiary Island Kaya. Immediately following the transaction, NUGL, Inc. is expected to change its name to “Kaya Group Inc.”
Kaya is the Caribbean’s premier medical cannabis brand, as well as one of Jamaica’s leading vertically integrated medical cannabis companies. Kaya’s diverse operations include a licensed cultivation facility, a processing facility, 3 retail herb stores and a ganja franchise in Punta Del Este, Uruguay. Kaya was the first to open a medical cannabis site in Jamaica in March 2018 and has established itself as one of the leading suppliers and supporters of medical cannabis in the Caribbean. Kaya’s holistic, wellness-focused ecosystem was created to teach its visitors the history of Ganja in Jamaica and show them how it grew, while enjoying it in a social setting. Kaya’s locations offer locally grown herbs and extracts straight from the farm, world-class cuisine, juices in its cafe, and a tourist pizzeria. Patients can bring their own medical licenses from their home country or see a doctor at Kaya’s premises.
“Our shared vision of continued investment in our core markets as we focus on launching the brand into international markets with their core print and digital media assets makes this a complementary solution for both companies,” said said Bali Vaswani, Chairman and CEO of Kaya.
Advantages of the operation
- Access to capital markets will allow Kaya to accelerate its growth and enhance its unique wellness ecosystem offering in international markets.
- A strong operational team in one of the most regulated medical markets with solid experience since 2015.
- Manage local media for the NUGL platform using Kaya’s award-winning retail stores for content which has already hosted live concerts with some of the most talented reggae artists including Popcaan “Vanquish” Acoustic Show, Kymani Marley, Beenie Man, David Rodigan, Chronixx, Keznamdi, Jesse Royal, Jah9, Lila Ike, Protoje and Toots and The Maytals.
Pursuant to the terms of the definitive agreement, it is proposed to complete the transaction by way of an exchange of shares. Approximately 816,482,051 NUGL shares will be issued to Kaya shareholders in total. After giving effect to the Transaction, the Combined Company should have approximately 868,482,051 shares issued and outstanding (non-diluted). Pursuant to the regulations of the Cannabis Licensing Authority (Jamaica) (the “CLA”), following the closing of the transaction, NUGL will own 49% of the voting shares of Kaya Group and will own 100% of the economic interests in Kaya Group under of a shareholders’ agreement.
The NUGL Shares to be issued to Kaya Shareholders will be restricted securities subject to a hold period in accordance with applicable securities laws.
Closing of the transaction is expected to occur no later than March 30, 2022 (or such other date as the parties agree), subject to satisfaction of certain customary closing conditions, including required shareholder approvals for the transaction. and receipt of regulatory approvals, including CLA approval.
CJ Melone, CEO of NUGL Inc., said, “The completion of the merger between NUGL and Kaya will create incredible opportunities in the global cannabis industry. I am honored to have been offered and accepted the position of Group Chief Operating Officer so that we can grow the brand in key markets where we have already established partnerships. This will provide us with additional operating cash flow and financial resources so that we can continue to deliver long-term strategic value to our shareholders. I couldn’t be more excited about the expansion opportunities that have already been identified. »
Increase in capital
Prior to the transaction, NUGL filed a Regulation A offering circular that has been qualified by the United States Securities and Exchange Commission to raise a maximum of $20 million. This capital increase will fund the joint growth strategy in the respective countries of operation of the Kaya Group and NUGL Inc. The 2022 budget includes, but is not limited to, the United States, Jamaica, the Caribbean and Uruguay , with plans to expand NUGL’s global technology and media launch. as well as Kaya’s cannabis products entering the US market, debuting in California.
Aaron Raub, Partner and Portfolio Manager at Ambria Capital who works on financing with NUGL and Kaya, said, “It has been a pleasure to work with both companies and see the value they have brought to the industry. cannabis over the years and I want to congratulate them both. respective teams to complete this acquisition. The synergies between the two companies will create massive global growth opportunities with a focus on the Caribbean and US markets. As an investor, Ambria is pleased to collaborate and support the company as it assesses opportunities and expands its footprint.
Investors are cautioned that, unless otherwise specified in the information document to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not be relied upon.
This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the transaction and related transactions, including statements regarding the terms and conditions of the transaction. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by such statements depending, among other things, on the risks that the parties will not proceed with the Transaction, and that the Transaction will not be successfully completed for whatever reason. (including failure to obtain required regulatory approvals or authorizations). The statements contained in this press release are made as of the date of this press release. NUGL and Kaya undertake no obligation to comment on any analyses, expectations or statements made by third parties regarding NUGL, Kaya, their securities or their respective financial or operating results (if any). Completion of the transaction is subject to a number of conditions, including, but not limited to, Kaya shareholder approval. If applicable, the Transaction cannot be completed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, unless otherwise specified in the information document to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not be relied upon.
About Kaya Group
Kaya is Jamaica’s leading vertically integrated medical cannabis company with diverse operations headquartered in Ocho Rios, which includes a licensed cultivation facility with over 40 genetics, a processing facility, three retail dispensaries and conditional licensing to transport and operate therapeutic wellness spas. The Kaya Group was the first to open a medical cannabis retail outlet in Jamaica in March 2018 and has since established itself as one of the leading suppliers and exporters of medical cannabis in the Caribbean, Australia and America South through its ganja franchise with Quantum Ventures in Punta Del. East, Uruguay. For more information on Kaya, please visit www.kayaherbhouse.com.
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