GEA Technologies Ltd.
TSX VENTURE : GEA.H
NEX BOARD : GEA.H

June 09, 2017 09:20 ET

GEA Technologies and DropLeaf Jointly Announce a Letter Agreement for a Proposed Merger

CALGARY, ALBERTA--(Marketwired - June 9, 2017) - GEA Technologies Ltd. (NEX:GEA.H) ("GEA" or the "Company"), an Alberta corporation and DropLeaf LLC ("DropLeaf"), a limited liability company governed by the laws of Nevada, are pleased to announce that they have entered into a letter of intent for the purpose of merging their businesses (the "LOI"). DropLeaf has the exclusive right to grant licenses to producers and processors to develop branded strains of cannabis, infused and edible cannabis consumables, as well as ancillary products such as clothing, paraphernalia, posters, and other products under the Julian Marley, JuJu Royal Ultra Premium Cannabis brand. JuJu Royal is a brand created for and inspired by Julian Marley, Reggae Musician and son of the world renowned Bob Marley.

Description of the Transaction

The LOI contemplates GEA acquiring all of the outstanding shares of DropLeaf in exchange for shares of GEA. Following completion of the transaction, GEA's core business would become the business of DropLeaf and GEA will continue doing business as "International Cannabrands" and undergo a name change in the future.

The transaction is in the early stages and a number of conditions need to be met before GEA and DropLeaf can complete a transaction, including but not limited to: entering into a definitive agreement to merge, the completion of due diligence, obtaining the necessary shareholder approvals of the DropLeaf shareholders, the acceptance for listing on the Canadian Stock Exchange ("CSE") and the concurrent delisting from the TSX Venture Exchange, as well as approvals of other applicable regulatory authorities.

The LOI currently contemplates GEA entering into a definitive agreement prior to June 21, 2017, to complete a three-cornered amalgamation and share exchange or similar transaction (the "Proposed Transaction"). In accordance with the Proposed Transaction, DropLeaf will be reorganized as a corporation under the laws of Delaware and GEA is expected to issue common voting shares ("GEA Common Shares") and preferred voting shares ("Preferred Shares") in exchange for all of the shares of DropLeaf. Assuming that no additional shares of DropLeaf are issued other than as contemplated under the LOI, the former DropLeaf shareholders will own approximately 95% of the outstanding GEA shares on as as-converted basis (non-diluted) following completion of the Proposed Transaction. The Proposed Transaction is expected to be accounted for as a reverse take-over.

In connection with the Proposed Transaction, DropLeaf and GEA have entered into a finders fee agreement whereby the finder group will receive, at Closing, a finders fee equal to 5% of the aggregate securities issued pursuant to the Proposed Transaction for efforts made in introducing the parties and facilitating the Proposed Transaction.

Pursuant to the LOI, during the interim period prior to execution of a definitive agreement, GEA and DropLeaf have agreed to deal exclusively with each other in order to pursue the Proposed Transaction. The LOI may be terminated by either party in certain circumstances, including if the definitive agreement is not executed prior to June 21, 2017, or ultimately if the Proposed Transaction is not completed by September 30, 2017.

About DropLeaf Inc.

DropLeaf, a private limited liability Nevada company, was founded in 2014, for the purpose of licensing the JuJu Royal Ultra Premium Cannabis brand to producers and processors to develop branded strains of cannabis, infused and edible cannabis consumables, as well as ancillary products such as clothing, paraphernalia, posters, and other products. DropLeaf maintains its head office and operations in Denver, CO and derives its revenue from licensing and other fees and royalties generated from the various licensees who ultimately distribute and sell the products.

JuJu Royal is a brand created for and inspired by Julian Marley, Reggae Musician and son of the World Renowned Bob Marley. Julian Marley is an authentic representation of Rastafarian culture, reggae music and cannabis culture. The brand encompasses all of these elements and leverages the natural connection between the artist, Julian Marley, reggae music, and cannabis which DropLeaf believes will allow it to capture a significant share of the branded cannabis market. In 2014, DropLeaf obtained an exclusive, worldwide license to use Julian's name and image for cannabis, cannabis edibles, other derivatives, and branded merchandise relating to cannabis, including but not limited to, clothing, posters and rolling papers. Provided DropLeaf is in compliance with the terms of the license agreement (including royalty payments), the license agreement provides DropLeaf with an initial term of up to 20 years and a 40 year continuing right of first refusal to match any third party offer to license the brand, which could potentially extend the license term to a period of 60 years.

To date, DropLeaf has secured key sublicense agreements in Alaska, California, Colorado, Oregon, Washington and Puerto Rico with plans to further exploit the expanding market in the state legalized cannabis industry for both medical and recreational uses. The current sub licensing agreements are for products such as cannabis flower (including traditional and popular strains as well as 4 unique, exclusive strains), concentrates, disposable vape pens and cartridges and edibles. DropLeaf also has a sublicense agreement with a company that produces products containing cannabidiol (CBD) (a non-psychoactive chemical compound found in cannabis). The agreement provides the company with the right to sell branded CBD products throughout the US and worldwide.

Since inception, DropLeaf has raised approximately US$1,370,0000 in private capital which has been used to establish the initial sales, marketing and advertising strategies, protect intellectual property (such as trademarks) and establish the company's operations in Denver.

Antonio Ruggieri, GEA President, stated: "After reviewing and analyzing numerous proposals in various market sectors, GEA is moving forward with DropLeaf and the Julian Marley brand. We have determined that this would be in the best interest of the company. As part of our due diligence, we explored the cannabis market from seed to sale. We strongly believe that packaging, distribution and brand recognition will become more prominent in this industry and lead to greater differentiation and success. We are excited to associate ourselves with DropLeaf who already have existing sales in the legal recreational market and who have developed a strong business relationship with some of the leading and most reputable growers, processors and producers in the US market."

Travis Belcher, DropLeaf Founder and CEO, stated: "Our vision is to provide the best products in the cannabis retail market while maintaining our humanitarian stance within as well as outside of the industry. As the face of JuJu Royal, Julian Marley is an incredible person and an authentic representation of Rastafarian culture, reggae music and cannabis culture. Julian, also known as JuJu, has a worldwide audience and name recognition as a result of the sale of three successful albums, his efforts to use his music sales and cannabis advocacy to help poor and infirmed peoples in many countries, as well as the broad fame of his father."

Additional Financing

In addition to approximately $500,000 of working capital that the combined entity will have at the time of closing, DropLeaf may conduct an equity financing of up to US$1 million by way of a private placement, which will be completed concurrently with the completion of the Proposed Transaction.

There can be no assurance that the Proposed Transaction will be completed as proposed or at all. GEA and DropLeaf will provide further disclosure by way of press releases and updates as such additional information becomes available.

The LOI currently contemplates the execution of a definitive agreement on or before June 21, 2017. Should a definitive agreement be executed, the Proposed Transaction is anticipated to close prior to the end of August, 2017.

All information contained in this news release with respect to GEA and DropLeaf was supplied by the parties respectively for inclusion herein.

About GEA

GEA is a technology company with licensed rights to a wireless technology able to provide high-speed, self-healing networks in remote locations. A successful transaction with DropLeaf would involve the disposition by GEA of its technology assets.

Completion of the transaction is subject to a number of conditions, including but not limited to, CSE acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of GEA should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of GEA and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of GEA, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from GEA's expectations are risks detailed from time to time in the filings made by GEA with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of GEA. As a result, GEA cannot guarantee that the Proposed Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and GEA will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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