Lake Victoria Mining, Inc. Signs Letter of Intent for Reverse Acquisition by Budtrader.com - Seite 2

The unique transaction will yield a focused collaboration between the two publicly held companies, a wholly owned subsidiary of one of which, Grapefruit, holds current California cannabis manufacturing and distribution licenses and the other of which, BudTrader, has in excess of two million registered users and more than 20 million page views per month with an average platform visit time in excess of 15 minutes. The cross marketing possibilities of this arrangement appears to be more than insignificant.

Pursuant to the terms of the binding LOI, the Company and BudTrader have initiated negotiations intended to result in completion and execution of a definitive equity exchange agreement (the “Agreement”) defining all of the material terms of the Acquisition on or before May 31, 2020. (the “ Proposed Closing Date” ) Per the LOI, the Agreement shall provide that upon conclusion of the Acquisition, BudTrader’s designees shall own approximately 80% of the then outstanding common shares of the Company and the Company’s current shareholders shall own approximately 20% of such then outstanding common shares. Furthermore, the Acquisition cannot be consummated until BudTrader obtains an acknowledgement from a PCAOB member independent public accounting firm acceptable to both parties (the “Prospective Auditor”) that BudTrader’s accounting records and financial statements for the years ended December 31, 2018 and 2019 are of such form and substance that they can be audited in conformity with US Generally Accepted Accounting Principles auditing standards and that the Prospective Auditor has been retained and commenced the BudTrader audit. The LOI is subject to customary due diligence, compliance, exclusivity and confidentiality provisions.

On the Proposed Closing Date, the current LVCA officers and directors shall appoint BudTrader’s designees (subject to approval by existing LVCA Management) to officer and director positions in post-Acquisition LVCA and immediately resign their positions as officers and directors of the Company. However, Daniel Yourist shall remain a Director and acting Chief Financial Officer of LVCA until a replacement suitable to all interested parties can be appointed.

With respect to the Acquisition, Bradley Yourist, GPFT CEO commented, “We have been intrigued by the idea of an alliance with BudTrader since our first meeting with them in March 2020 in Palm Springs California. BudTrader’s multimillion cannabis centric user social media base and its custom designed analytics not only allow Grapefruit to target market its products to BudTrader’s specific set of consumers but also receive constant real time feedback on our products from BudTrader’s users on the social media platform. We can rapidly fine tune a potentially disruptive product such as our Patchless-Patch on the BudTrader platform in real time. BudTrader will receive marketing fees in consideration for its online marketing efforts in connection with sales of Grapefruit and its partner’s products and our unique Grapefruit offerings will draw new users to the BudTrader site. As our product sales and revenues grow, BudTrader’s user base and revenues will grow as a result of our cross-marketing efforts.”