VANCOUVER, British Columbia, May 04, 2020 — PRIMO NUTRACEUTICALS INC. (CSE:PRMO) (BUGVF) (8BV.F) (8BV.F) (8BV.MU) (8BV.SG) (“Primo”) is pleased to announce that further to its letter of intent (“LOI”) with Heather Marianna LLC (“Beauty Kitchen”), announced in the Company’s news release dated March 31st, 2020, the Company has signed a definitive agreement to complete the “Transaction”
Beauty Kitchen is a company that manufactures fresh handmade beauty care, personal care and cosmetic products. It was born from the hugely popular Beauty Kitchen YouTube Series, with do-it-yourself beauty recipes made with common kitchen household ingredients. Due to their huge success and major celebrity following, the company and Founder Heather Marianna decided to expand into the Canadian market under the brand name Marianna Naturals Corp.
Marianna Naturals Corp. has been granted the exclusive Canadian distribution rights to its CBD infused and non-CBD infused products in handmade beauty care, personal care and cosmetic products. The signing of the definitive agreement gives Primo 25% ownership in Marianna Naturals Corp.
TERMS OF THE TRANSACTION
Under the terms of the transaction with Marianna Naturals Corp., Primo will provide Marianna Naturals Corp. with capital market advisory services, business development and strategic management, administrative and organizational services(the “Services”) as well as assistance in becoming a “reporting issuer” in Canada to facilitate their objective to list their shares on the CSE (“CSE”).
It is proposed that the Transaction be carried out within a Statutory Plan of Arrangement pursuant to the Business Corporations Act of (British Columbia) under the “reorganization exemption” under the B.C. Securities Act.
The Plan of Arrangement will be subject to the approval of Primo’s shareholders which Primo intends to seek at a special meeting of shareholders (the “Shareholders’ Meeting“), for which the date has not yet been determined. The Transaction may be subject to the rules of the CSE and approved by a Court Order of the British Columbia Supreme Court.
Under the terms of the Plan of Arrangement, Primo shareholders would receive new common shares of Marianna Naturals Corp. the number of which has not yet been determined. There will be no change in Primo’s shareholders’ holdings as a result of the Plan of Arrangement.
Andy Jagpal, President Comments:
”I would like to take the time to welcome Joel DeBellefeuille, the CEO of Marianna Naturals Corp. Joel brings an array of knowledge to our Company and we are very excited to work with both himself and his team.”
Joel DeBellefeuille, Director & CEO of Marianna Naturals Corp. Comments:
“Exciting times are definitely ahead, and I couldn’t be happier with the current direction Primo is taking. With this newly formed partnership, Primo can hit the market with over 100 different beauty products (creams, lotions & topicals, eye gels, soap bars, shampoos, face serums and hand sanitizers to name a few), all of which can be infused with CBD. This is a major advantage over some of the big LPs out there that are spending big money on R&D and formulation. Quality assurance, product development, recipes, ingredients, SOP’s (Standard Operating Procedures) and MSDS (Material Safety Data Sheets) are already in place with Marianna Naturals Corp. Primo is ready to sell and or take Private Label requests right now. The only thing that Primo would have to do is to file a request for an NPN (Natural Product Number) for each of these products with Health Canada. This is a huge milestone for Primo and a major recipe for success and I appreciate the team bringing me on board. I look forward to the future of both companies.”
About Marianna Naturals Corp.
Marianna Naturals Corp. and Beauty Kitchen manufactures fresh handmade CBD & non-CBD beauty care, personal care, and cosmetics products, which was born from the hugely popular Beauty Kitchen YouTube series. The founder, Heather Marianna, a bubbly social media personality, translated her passion for looking and feeling her absolute best into the development of her all-natural beauty and skincare product line. Beauty Kitchen’s founder and CEO, Heather Marianna, skyrocketed in popularity with the launch of her Beauty Kitchen YouTube series in 2012 where she showcased simple, do-it-yourself beauty recipes made with common kitchen household ingredients. The series generated a powerful following of more than 4 million viewers. Beauty Kitchen is regularly featured in: Forbes, The Source, MTV, Bravo, The New York Post, People, Flipsnack, Vegas, Star Magazine, Radar Online and many more media outlets with a large following of celebrities who use their products which include; Sean “Puffy” Combs, Christina Milian, David Arquette, George Lopez, Larissa Lima, Shark Tank’s Barbara Corcoran, Candace Cameron, Jen Harley, Lou Ferrigno, The Real Housewives of Beverly Hills and others. For more information visit: www.beautykitchenonline.com or www.marianna.ca
About Primo Nutraceuticals
Primo Nutraceuticals Inc. (“Primo”) provides strategic capital to the thriving cannabis cultivation sector through ownership and development of commercial real estate and farm friendly properties. Primo is dedicated to funding the rapid growth in production, processing, retail and branding of cannabis and cannabis related products in Canada and the United States. Primo has invested in several brands and is pursuing partnerships with retailers and distribution companies in Canada and the United States. Primo’s management is in the process of building a corporate road map to further vertically integrate the Company, specifically by way of “Primo” branded retail outlets – offering “Thrive,” “Primo,” and a selection of curated partner brands. The Company possesses proprietary formulas for cannabis edibles, topical, and tinctures. Primo is focused on building a strong presence in the hemp industry with the objective of extracting and selling cannabinoids (CBD) products in both Canada and the United States.
On behalf of the Board of Directors
PRIMO NUTRACEUTICALS INC.
President and Director
For further information, please contact Zoltan, IR Representative at: 604-722-0305, or; [email protected]
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FORWARD LOOKING STATEMENTS: This news release contains certain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. No regulatory authority has approved or disapproved the information contained in this news release.