Proposed Merger with MJ Harvest Inc

12 Months Ended

Dec. 31, 2023

Proposed Merger with MJ Harvest Inc

Proposed Merger with MJ Harvest, Inc.

8. Proposed Merger with MJ Harvest, Inc.

On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger.  The Merger is expected to be consummated once the shareholders of the Company and the shareholders of MJHI approve the Merger which management expects will be completed early in the second quarter of calendar year 2023. The terms of the Merger Agreement are summarized below:

· The name of the surviving company in the Merger will be Cannabis Sativa, Inc.

· Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.

· The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.

· The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.

· The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Randy Lanier, Clinton Pyatt, and David Tobias.

· The Executive Officers of the Company following the Merger are intended to include Patrick Bilton - Chief Executive Officer, Clinton Pyatt - Chief Operating Officer.

· The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature.

· No brokerage fees are payable in connection with the Merger.

· If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated.

· All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs.

The merger was withdrawn with the SEC in August 2023.  The Company and MJ Harvest are continuing discussions in hopes of transaction.