Boosh Plant-Based Brands Inc (CSE:VEGI, OTC:VGGIF) said it has completed the asset purchase agreement to acquire substantially all of the assets of Beanfields Inc.
Beanfields produces and sells a healthy, gluten-free, non-GMO, vegan, top eight allergen-free flavored bean-based chip. The portfolio includes a broad offering of nine flavors, including Black Bean, Sour Cream and Onion, Firey Hot, and Nacho flavors.
"Onboarding a popular US brand like Beanfields is a major catalyst for Boosh,” said TJ Walsh, head of North American sales at Boosh, in a statement.
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“We believe one of the key elements to increasing Beanfields revenues is the ability to introduce the products to the club channels and expanding our conventional chains. And second, we plan on leveraging the existing 7,000 stores that offer Beanfields products and introduce the Boosh line entrees, pates and cheese," Walsh added.
As previously announced, Boosh issued an aggregate of 8 million common shares (Payment Shares) to the vendors of the assets. All of the Payment Shares will be subject to a contractual hold period expiring on August 16, 2022, as well as a four-month hold period required under Canadian securities laws expiring on June 17, 2022, and applicable restriction under US securities laws.
Boosh also paid US$400,000 through the issuance of promissory notes to the vendors bearing interest at a rate of 6% per annum (Notes), with interest-only payments until the 18-month maturity. The Notes may also be prepaid at any time without penalty.
Finally, Boosh will provide Beanfields aggregate working capital funding of US$1 million to be expended at the discretion of Boosh, of which US$250,000 was funded upon the execution of the asset purchase agreement on February 11, 2022, and the remainder is to be funded on or before March 10, 2022.
Boosh said the completion of the transaction resulted in the creation of two new insiders of Boosh being Venture Lending & Leasing VIII LLC. (VIII) and Venture Lending & Leasing IX LLC. (IX), both private Delaware corporations that are widely held, who will each hold 3,830,000 of the Payment Shares, representing 14.14% of the then outstanding common shares of Boosh.
Prior to the transaction, neither VIII nor IX held any securities of Boosh. While neither VIII nor IX has any plans or intentions with respect to the Payment Shares, Boosh said VIII or IX may develop such plans or intentions in the future and, at such time, may from time to time acquire additional Payment Shares, dispose of some or all of the existing or additional Payment Shares or may continue to hold company shares.
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