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TORONTO, April 18, 2018 /CNW/ - High Hampton Holdings Corp. (CSE: HC)(FSE: 0HCN) ("High Hampton" or the "Company") today announced that it has entered into a binding Letter of Intent (the "LOI") with California Gold Inc. ("CALIGOLD") with the objective to acquire 100% of all outstanding shares of CALIGOLD as an all-share transaction (the "Transaction"). CALIGOLD brings to High Hampton a well-established and recognized edibles brand, currently selling 7 multi-strain flavour, award-winning chocolate bars in dispensaries across California generating revenues of approx. $2M in 2016/2017, as well as, adding 18 years of combined experience to the Company's management team between Co-founders Daniel Hood and Jonathan Schwartz.
In consideration for all the issued shares of CALIGOLD, the shareholders will receive 7,200,000 shares in the capital of High Hampton (the "High Hampton Shares") with shares being subject to escrow and released on certain dates or conditions (the "Share Exchange").
In connection with the signing of the LOI, High Hampton has agreed to commit at least US$2.6 million towards CALIGOLD's product development, marketing and sales and working capital for the first 12 months.
High Hampton and CALIGOLD expect to complete the Transaction on or before April 30, 2018 subject to a number of conditions, including, but not limited to: completion of the Share Exchange, approval of the Canadian Securities Exchange, and approval of the boards of directors of both High Hampton and CALIGOLD, as well as, completion of due diligence investigations to the satisfaction of each party, the execution of a Definitive Agreement, and there being no material adverse change in the business of High Hampton or CALIGOLD prior to completion of the Transaction.
David E. Argudo, CEO of High Hampton, commented:
"Acquiring CALIGOLD represents a strategic move in our mission of consolidating the California Cannabis market. We are pleased to welcome the CALIGOLD Team to High Hampton's Corporate Family and look forward to bringing their well-established, high quality, award-winning brand of Cannabis-infused chocolate bars, CALIGOLD vape pens, and other assortment of products to High Hampton. Through this acquisition not only do we begin to establish presence throughout California by accessing a substantial distribution network with CALIGOLD, but, just as important, we begin generating revenues during our aggressive growth cycle."
Daniel Hood, Co-Founder of CALIGOLD, added:
"CALIGOLD is very excited to be a part of High Hampton Holdings. This is the culmination of several years of establishing a market presence. We foresee a great future in helping to build a global Cannabis brand. The real work starts now, as we ramp up product development and focus on a global strategy."
CALIGOLD is crafting America's finest quality cannabis product combining art and science to deliver innovative creations and adhere to important industry standards in consistency, dosing accuracy, and compound formulation. In 2014, Daniel Hood, an artisan chocolatier, noticed a gap in the cannabis chocolate market. By introducing consumers to gourmet ingredients and strain-specific infusions, CALIGOLD took the edible market by surprise. CALIGOLD chocolate won 1st place at HempCon in 2014 for best edible then again at Edibles List Magazine in 2017 for their THCa chocolate. Recently, CALIGOLD has also announced other THC, THCa and CBD products to further diversify its innovative product line.
By setting high standards in rigorous dosing measurements whilst publishing data, CALIGOLD guarantees safe experiences for first-time users. Driven by R&D and innovation, CALIGOLD shall continue to set new benchmarks for the Cannabis industry.
Co-Founder Daniel Hood has over 10 years experience in Cannabis cultivation and has co-founded La Serrana Eco Farm and Hostel in Salento, Colombia before he started to infuse cannabis into Colombian-sourced cocoa in 2014.
Jonathan Schwartz joined CALIGOLD shortly after its inception in 2014 as the first official investor. He is accustomed to building brands having built four businesses in Colombia with no capital and has had a successful career in real estate, mortgage banking and franchise sales. Jonathan now focuses on expanding the sales and distribution platform for CALIGOLD as the VP of Sales.
About High Hampton Holdings
High Hampton Holdings is a cannabis sector investment company focused on opportunities in California. The Company's wholly owned subsidiary, CoachellaGro Corp., is a California corporation focused on the development of a 10.8-acre property situated in the proposed cannabis industrial park located in Coachella, California. CoachellaGro is in the application process for a conditional use permit for development of a full-service production facility in order to serve third party state licensed medical marijuana operators. The City of Coachella has been progressive in setting up city ordinance that sets aside over 90 acres within which will be a legal framework for the cultivation, production, extraction and transportation of cannabis. The complex is intended to contain all the necessary; security, infrastructure, equipment, labour and skilled management, supplies and ancillary services for a closed loop production process flow.
High Hampton trades in Canada, ticker symbol HC on the CSE, and in Europe, ticker symbol 0HCN on the FSE. Neither the CSE, nor the FSE has approved nor disapproved the contents of this press release. Neither the CSE, nor the FSE accepts responsibility for the adequacy or accuracy of this release.
Marijuana Industry Involvement
Canadian listings (CSE) will remain in good standing as long as they provide the disclosure that is rightly required by regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. Marijuana is legal in certain states however marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and that High Hampton's ability to access private and public capital could be affected and or could not be available to support continuing operations.
On behalf of the Board of Directors
High Hampton Holdings Corp.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Acquisition and certain ancillary transactions contemplated thereby. These transactions are subject to a number of material risks, and there is no assurance that they will be completed on the terms or within the timeframes currently contemplated, or at all. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
All monetary references herein refer to Canadian dollars unless otherwise specified.
SOURCE High Hampton Holdings Corp.
For further information: please contact: 8 Wellington St. E. Mezzanine Level | Toronto, On | M5E 1C5 | www.HighHampton.com; David E. Argudo, Chief Executive Officer, Email: [email protected] Or Christian Scovenna, Director & VP Corporate Finance, Email: [email protected], Phone: 1.844.420.Cali