Bougainville Ventures Signs Definitive Agreement with Oregon Hemp Farm

BOUGAINVILLE VENTURES INC. (“Bougainville” or the “Company”) (CSE: BOG) (8BV-FF:Frankfurt Stock Exchange) a provider of cannabis infrastructure and seed-to-sale services is pleased to announce further to the letter of intent (“LOI”) announced October 29, 2018 that today, May 21st, 2019, the Company signed the definitive agreement to complete the acquisition of Worm Castings Farms Inc., (“Worm Castings”), is the sole owner of an Oregon State Hemp production and processing license, issued by the Oregon State Regulatory approval board., for total consideration consisting of 10 million common shares of Bougainville at a deemed per share price of C$0.15 and a cash payment of US$350,000 (the “Worm Casting Transaction”). 

TERMS OF THE TRANSACTION 

Under the terms of the Worm Casting Transaction, the total consideration consists of 10 million common shares of Bougainville and a cash payment of US$350,000. Following the acquisition, Worm Casting will become a wholly-owned subsidiary of Bougainville Ventures. 

Subject to completion of the Worm Casting Transaction Bougainville Director’s have agreed to sell a total of 1,000,000 shares to deliver the final payment of $US120,000, which will comple the Definitive Agreement. Also, Bougainville plans to invest up to US$1 million to expand Worm Casting’s capacity in agriculture, associated infrastructure, and working capital. Additionally, Bougainville has secured the services of the Worm Casting founders for a period of a minimum of five years to aid with the anticipated expansion of the business in Oregon and the US. 

President & CEO, Andy Jagpal Comments: 

“This acquisition of Worm Casting is a means to further our strategy of providing large quantities of high-quality CBD extracts. The Worm Casting Transaction provides Bougainville with a vertically-integrated and licensed cultivator. In addition to having 10 acres worth of industrial hemp ready for processing, they possess a premium high quality cloned feminized hemp plants with 10-15% CBD and 0.3% THC resulting in maximized CBD oil content within each plant.” 

PRIVATE PLACEMENT FINANCING 

Bougainville is also pleased to announce that it has arranged a private placement (the “Private Placement”) of units (each a “Unit”) at a price of $0.12 per Unit basis for gross proceeds of up to $400,000. The Company has made an allowance for the oversubscription of up to 100 % of the expected gross proceeds of $400,000. 

Each unit is comprised of one common shares (each a “Share”) of the Company and one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one additional common share (each “Warrant Share”) of the Company at an exercise price of $0.25 per Warrant Share for a term that is 24 months from the date of closing of the Private Placement.