Thoughtful Brands Finalizes Deal with Unified for Asset Acquisition

Rhea-AI Summary

Thoughtful Brands Inc. (OTCQB:PEMTF) announced the acquisition of an E-commerce software platform from Offer Space LLC for US$1 million. This strategic acquisition aims to enhance its online natural health market presence and reduce operating costs, having facilitated over Cdn$350 million in consumer transactions. The transaction involved issuing 6,290,170 shares and is expected to deliver immediate value to existing brands. CEO Ryan Hoggan highlighted the acquisition as a milestone in the company's strategy to expand in the natural health products sector.

Positive

• Acquisition of E-commerce software expected to enhance operational efficiency and reduce costs.
• Immediate value addition to existing profitable brands.
• Strategic move aimed at expanding in the natural health products market.

Negative

• Acquisition made through share issuance, potentially diluting existing shareholders.

VANCOUVER, BC / ACCESSWIRE / August 22, 2020 / Thoughtful Brands Inc. (CSE:TBI)(FWB:1WZ1)(OTCQB:PEMTF) (the "Company" or "Thoughtful Brands") is pleased to announce that its wholly-owned subsidiary, Ecommerce Tech LLC, has acquired the rights to an E-commerce software platform (the "Software") from Unified Funding LLC's wholly-owned subsidiary, Offer Space LLC ("Offer Space"). The acquisition of the asset provides the Company with the opportunity to capture previously unrealized value from the products it launches in the online natural health market.

The Software has facilitated over Cdn$350 million in consumer transactions, including Cdn$93.8 million in 2019. The asset will enhance the management of the Company's already profitable online brands, and will allow the Company to launch new products and enter into emerging natural health markets worldwide, more efficiently. In addition to providing immediate value to the existing brands owned and operated by Thoughtful Brands, the newly acquired E-commerce platform is expected to reduce current operating costs.

"The Company was very successful in its negotiations with Unified Funding, and ultimately acquired the asset for US$1 million. The Company's success in negotiating such favorable terms not only results in less dilution for existing Thoughtful Brands shareholders, it also adds immediate value to the Company," stated Ryan Hoggan, Chief Executive Officer of Thoughtful Brands. "This acquisition is a critical milestone in executing our strategy to further our reach in the natural health products sector. Now that we own the software platform, integral technology and top brands, we will further develop and launch our own platform that will be even more powerful and fit in with our overall strategy."

Thoughtful Brands' existing portfolio of direct-to-consumer hemp-CBD brands includes Nature's Exclusive, whose roster of topicals and oils available in North America generated more than Cdn$28 million in sales in 2019, and Sativida. The Company also recently acquired two leading E-commerce brands selling natural health products in the United States, Golden Path and Wild Mariposa.

Transaction Details

The Company has acquired the Software from Unified Funding LLC's wholly-owned subsidiary, Offer Space, in consideration for US$1,000,000 (the "Purchase Price"), which was satisfied through the issuance of 6,290,170 common shares of the Company (the "Consideration Shares") issued at a deemed price of Cdn$0.2094. The Company also paid an administrative fee of 62,902 common shares of the Company to a consultant who assisted with the transactions (the "Administrative Fee Shares").

The Consideration Shares and Administrative Fee Shares are subject to a statutory hold period until December 22, 2020, in accordance with applicable securities laws.

About Thoughtful Brands Inc.

Thoughtful Brands Inc. is an E-commerce technology company that researches, develops, markets, and distributes natural health products through various brands in North America and Europe. Through continuous strategic acquisitions, the Company has a strong footprint in the CBD market, as well as the burgeoning psychedelic medicine sector. Thoughtful Brands owns and operates a 110,000 square foot pharmaceutical manufacturing facility in Radebeul, Germany, where its highly skilled team conducts clinical studies utilizing naturally occurring psilocybin and other compounds found in psychedelics for the treatment of opiate addiction, while planning for future opportunities to create proprietary psilocybin products.

ON BEHALF OF THE BOARD OF DIRECTORS
THOUGHTFUL BRANDS INC.

Ryan Hoggan
Chief Executive Officer

For further information, readers are encouraged to contact Joel Shacker, President at +604.423.4733 or by email at info@thoughtful-brands.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statement

All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws, including with respect to the ability of the Software to enhance the management of the Company's already profitable online brands, reduce current operating costs, allow the Company to launch new products and enter into emerging natural health markets worldwide more efficiently and provide immediate value to existing brands owned and operated by Thoughtful Brands; the ability to develop and launch a more powerful software platform that fits in with the strategy of the Company; the ability of the Company to direct the future development path of the Software to fit within the Company's overall strategy; and its plans to acquire additional revenue-producing natural health product brands and operations in both Europe and North America with the goal of establishing an international distribution network utilizing its eCommerce technology platform. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company's public filings under the Company's SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

SOURCE: Thoughtful Brands Inc.

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FAQ

What is the significance of the acquisition by Thoughtful Brands Inc.?

The acquisition of the E-commerce software platform aims to enhance operational efficiency, reduce costs, and expand market reach in the natural health sector.

How much did Thoughtful Brands pay for the E-commerce software?

Thoughtful Brands acquired the E-commerce software platform for US$1 million.

What impact will the acquisition have on shareholders of PEMTF?

The acquisition could dilute existing shareholders due to the issuance of new shares, although it is expected to add immediate value to the company.

What are the expected benefits of the E-commerce software for Thoughtful Brands?

The E-commerce software is expected to enhance management of online brands, reduce operating costs, and enable entry into emerging natural health markets.

How has Thoughtful Brands performed in the natural health market prior to this acquisition?

Thoughtful Brands has previously generated significant sales from its hemp-CBD brands, with over Cdn$28 million in sales in 2019.