TORONTO, - CULT Food Science Corp. ("CULT" or the "Company") (CSE: CULT) (OTC: CULTF) (FRA: LN0), an innovative investment platform with an exclusive focus on cellular agriculture that is advancing the development of novel technologies to provide a sustainable, environmental, and ethical solution to the global factory farming and aquaculture crises, is pleased to announce that it has signed a letter of intent (the "LOI") pursuant to which the Company and Food Revolution Media Inc. ("FRM") intend to complete a share-based transaction (the "Proposed Transaction") that would see CULT acquire 100% of FRM's issued and outstanding shares. FRM's principal business is the publishing of news, interviews and editorials on its wholly owned and administered online domain as well as through its social media accounts, with specific emphasis on early-stage growth companies in the plant-based and cell-based foods sectors.
The key assets of FRM include but are not limited to the "Plant Finance" brand, website domain and corresponding social media profiles on Twitter, Instagram, Facebook as well as the "Cell-Based Finance" brand and "CellBased_Fin" profile on Twitter. Established in 2020, the "Plant Finance" website located at https://www.plantfinance.news/ has become a trusted source of information about the plant-based and cell-based food industry. The brand currently has over 84,000 average monthly impressions and, over the last 12 months, generated over one million total impressions from a current audience of approximately 3,000 people. Launched more recently in early 2022, FRM's "CellBased_Fin" profile already has over 307,000 average monthly impressions and an audience of over 2,000 people. Subject to closing the Proposed Transaction, CULT is planning to retain all of FRM's current employees and contractors who possess key skills, knowledge and relationships about FRM's assets as well as the food-related markets.
The increasing rate of growth and level of interest in cellular agriculture and cell-based investing is evident in FRM's data. Therefore, the Proposed Transaction is viewed by CULT management as being accretive to amplifying the narrative surrounding its investment portfolio as well as its development of intellectual property in the form of patents and other such assets. As the global food supply chain continues to be challenged due to the COVID-19 pandemic and the invasion of Ukraine, which have caused fertilizer and energy costs to rise significantly, among other inputs, the Company deems this to be a critical time to heighten the public's awareness of cellular agriculture. Cell-based foods are rapidly being developed and are expected to be a viable option to improve the sustainability of the world's food system over the short and long term.
The Proposed Transaction is expected to be completed pursuant to available prospectus exemptions in accordance with applicable securities legislation. CULT and FRM have agreed to negotiate in good faith the terms of a definitive written agreement with respect to the Proposed Transaction within 60 days from the LOI. The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the Canadian Securities Exchange (the "CSE"), completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions. The Proposed Transaction would be an arm's-length transaction for CULT and would not constitute a fundamental change or result in a change of control of the Company, within the meaning of the policies of the CSE.
Source : Newswire.ca