High Hampton Holdings Corp. (CSE: HC) has entered into a letter of intent with CoachellaGro Corp. which contemplates an acquisition of all of the common shares of CoachellaGro in exchange for the issuance of common shares of the company. Completion of the acquisition would result in a fundamental change under the policies of the Canadian Securities Exchange.
CoachellaGro is a California corporation focused on the development of its 10.8 acre property situated in the proposed cannabis industrial park located in Coachella, California. Coachellagro is in the process of receiving 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 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.
In consideration for all of the issued shares of Coachellagro, the shareholders will receive 6,000,000 shares in the capital of High Hampton (the “High Hampton Shares”) at a deemed price of $0.50 per share (the “Share Exchange”) on a pro rata and post-consolidated basis. High Hampton will complete a consolidation on a ratio of 5:1 immediately prior closing the (“Consolidation”) resulting in there being 9,232,648 Shares issued and outstanding.
In connection with the signing of the LOI, High Hampton shall extend to Coachellagro a secured loan or series of loans, bearing interest at 1% per annum compounded monthly, in the amount of US$1,900,000 or equivalent value in Canadian funds (the “Loan”), of which US$1,030,000 has been advanced to date on a secured basis. All outstanding obligations under the Loan will mature and be due and payable on the date that is 6 months from the initial closing of the Loan, unless accelerated due to termination of the LOI. The security for the Loan will be a general security interest against all present and future-acquired assets of Coachellagro and a priority Deed of Trust in the Property, which Deed of Trust shall be duly recorded in the applicable land records office in the appropriate county located in the State of California.
In connection with the transaction, High Hampton will undertake a concurrent financing (the “Concurrent Financing”) of units for gross proceeds of $5,000,000 at a price of $0.50 per unit following the Consolidation. High Hampton intends to use the proceeds of the Concurrent Financing to finance the acquisition of the Property and further development within the Coachella business park and to fund general working capital expenses. Any securities issued in connection with the Concurrent Financing will be subject to a four-month-and-one-day statutory hold period pursuant to applicable securities laws.