CBD Global Sciences, Inc. is pleased to announce that on October 15, 2021, it closed its previously announced acquisition of 100% of Resinosa LLC, a CBD company located in Silver Cliff Colorado (the “Acquisition”).
Resinosa has been in business in the CBD industry for over 6 years and is a vertically integrated company with expertise in hemp genetics, cloning, farming, harvesting, processing, and manufacturing of finished products. Resinosa owns a commercial clean-room facility that is registered with the Food and Drug Administration, is certified under stringent current Good Manufacturing Practices (cGMP) standards and has been outfitted specifically for processing hemp and manufacturing health and wellness products such as food, dietary supplements, and topical products. Resinosa is licensed as a Manufactured Food Facility with the Colorado Department of Health and the Environment and the City of Denver, Colorado for shelf stability of their products. Located in a low cost of living area, Silver Cliff presents a cost advantage when it comes to processing and manufacturing products.
With its current assets, Resinosa can conduct extraction and processing operations on hemp biomass to produce 1,320 kilos of full spectrum CBD oil per month. That amount of full spectrum oil can be formulated into an estimated retail value of $46,200,000.00* of finished products per month. Resinosa’s primary business is supplying companies with branded finished CBD products, referred to as private label or white label. Their clients include companies specializing in medical grade products, pet and veterinary products, CBD cosmetic products, farmers with their own brands and companies who add CBD products to their existing businesses such as spas and biofeedback centers.
Resinosa’s CEO and founder, Jeff Hays, holds a Master of Business Administration from the University of Southern California and a B.S. in Civil Engineering from the University of Arizona. The company’s Vice President of Quality Control and General Counsel, Kathy Hays, is an attorney licensed in three states and holds a Juris Doctor degree from Loyola Law School, an M.S. in Systems Management from the University of Southern California, and a B.S in Aerospace Engineering. Both Mr. and Ms. Hays served in the U.S. Air Force – Jeff as a pilot and engineer and Kathy as a space launch expert.
*Based on a 22-day work month, one eight-hour shift per day with current staff and equipment. Assumes finished product sold with an average MSRP of $70 at two grams of CBD per unit sold. This is strictly an example of current production ability.
Resinosa’s Director of Operations, Jared Baker, holds a degree in Fire Safety from Oklahoma State University. The company’s chemist, Rebecca Collins, holds a B.S. in chemistry from the University of Texas and has experience in the pharmaceutical industry. Their chef, Shane Dean, was professionally trained at Le Cordon Bleu in Scottsdale, AZ. Resinosa’s Compliance Manager, Jimmie Faye Mowery, was trained in the pharmaceuticals industry and ran her own CBD products brand.
The definitive agreement for the Acquisition was executed on September 29, 2021, after six months of due diligence and discovery between both companies. The transaction consists of the initial issuance of 5,378,657 Class A Common Shares (“Common Shares”) and 99,889 Series A Preferred Shares (“Preferred Shares”) of CBD Global. 4,280,972 of the Common Shares shall be escrowed and released in equal monthly amounts over a 24-month period.
The vendors were also issued a two-year convertible note in the principal amount of $1,500,000.00 USD with interest accruing at 8% per annum (the “Note”). The Note is convertible into units of CBD Global (“Units”), each Unit consisting of 0.35 Common share and 0.0065 Preferred Shares, at a conversion price of $0.267 USD per Unit. This Note will be interest only for the 24-month period with a balloon payment at maturity and interest will be payable in Units at the strike price.
In addition, CBD Global shall issue to the sellers:
(a) up to an additional 4,388,906 Units no later than April 30, 2023, if greater than $500,000.00 USD of net income (earnings before interest, taxes, depreciation, and amortization or EBITDA) (excluding any approved capital expenditures) is achieved from the Resinosa assets and business in fiscal 2022 as confirmed by the audited financial statements of Resinosa. This issuance shall be reduced to 2,194,453 Units if the net income number is greater than $250,000 USD but less than $500,000 USD for the same period; and
(b) up to an additional 4,388,906 Units no later than April 30, 2024, if greater than $1,000,000.00 USD of net income (earnings before interest, taxes, depreciation, and amortization or EBITDA) (excluding any approved capital expenditures) is achieved from the Resinosa assets and business in fiscal 2023 as confirmed by the audited financial statements of Resinosa. This issuance shall be reduced to 2,194,453 Units if the net income number is greater than $500,000 USD but less than $1,000,000 USD for the same period.
Concurrently with closing of the Acquisition, the board of CBD Global has approved the appointment of Jeff Hays to the board of directors of the Company.
Brad Wyatt, CEO of CBD Global Sciences, shared, “This is a huge step forward for both our companies and we have a road map developed with a pathway to increased revenues and profitability with this acquisition. I am delighted to have the Resinosa team join us on this project, exciting times are in front of us! For Resinosa’s loyal customer base it will be business as usual with a continued supply of quality production with no change in pricing.”