BevCanna Enters into Letter of Intent to form Exclusive European Joint Venture Agreement with Mota Ventures

Published: February 7, 2020

BevCanna Enters into Letter of Intent to form Exclusive European Joint Venture Agreement with Mota Ventures

Emerging leader in infused cannabis beverages, BevCanna Enterprises Inc. has entered into a non-binding letter of intent (the “LOI“) dated February 6, 2020 to partner with Global CBD operator company, Mota Ventures Corp. (“Mota“), to manufacture, market, and distribute BevCanna branded hemp-derived CBD products in the European market. Mota will manufacture, market, and distribute BevCanna branded products, including proprietary water-soluble powder beverage mix, and ready to drink beverages, in Europe.

“The JV with Mota is an excellent opportunity for BevCanna to partner with a strong, reputable brand in the Global CBD category,” said John Campbell, Chief Strategy Officer at BevCanna. “This agreement will leverage BevCanna’s expertise in manufacturing infused cannabinoid products and Mota’s reputation for creating safe, effective, high quality CBD products. The European health and wellness market is growing vastly, and Europeans are eager to see more reputable North American brands and options from trust-worthy producers, and we’re excited to be able to provide that.”

Letter of Intent

Pursuant to the LOI, the parties agreed to negotiate in good faith comprehensive terms in a definitive agreement (the “Definitive Agreement“) over the next 30 days. The Definitive Agreement will include the terms and conditions set forth below, and additional warranties, representations, covenants and terms and conditions that are customary and consistent with industry standards for this type of transaction.

I.  Purpose

  • BevCanna and Mota wish to enter into a joint venture to distribute and manufacture BevCanna house brand lines of products in Europe for hemp-derived CBD products.
  • The Parties’ respective ownership interests in the joint venture will be:
    BevCanna: 50%
    Mota: 50%
  • Costs associated with the venture will be allocated proportionate to the ownership interests.
  • BevCanna will provide: house brands, formulations, proprietary IP for water-soluble powders, RTD marketing and manufacturing expertise.
  • Mota will provide or source: European manufacturing, marketing, and distribution infrastructure.

II.  European Agreement

  • The parties will work together to jointly determine the appropriate product launch mix and timing for each individual European market, based on existing offerings and market dynamics.
  • The initial commercialization territories of the venture will be, but is not limited to, SpainPortugalAustriaGermanyFrance, and the UK.
  • The parties will work together to create and sign-off on a comprehensive 5-year launch program forecast.
  • The maintenance of exclusivity is subject to mutually agreed upon forecast milestones being met.
  • The venture will be for an initial term of 5 years with a subsequent 5-year renewal option.

III.  Conditions

  • The venture is subject to satisfactory completion of:

a.

Due diligence investigations by each party into the other party’s business.

b.

BevCanna demonstrating that its trademarks are transferable to the European market.

c.

Negotiation and execution of the Definitive Agreement.

d.

Approval by each party’s board of directors.

The Company also announces that it has entered into a marketing and investor relations agreement (the “Agreement“) dated January 27, 2020 with Aktiencheck.de AG (the “Consultant“) pursuant to which the Consultant has agreed to provide certain corporate branding, marketing, online corporate communications and investor relations services to the Company for a term of one month for total cash consideration of €50,000, which was paid upon entry into the Agreement.

The Company and the Consultant maintain an arm’s length relationship, and the Consultant does not have any interest, directly or indirectly, in the securities of the Company.

BevCanna Enterprises Inc. develops and manufactures cannabinoid-infused beverages and consumer products for in-house brands and white label clients.  Mota Ventures Corp. is seeking to become a vertically integrated global CBD brand. Its plan is to cultivate and extract CBD into high-quality value-added products from its Latin American operations and distribute it both domestically and internationally.

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