Brazil Interactive Media Announces Acquisition of American Cannabis
Consulting
New Round of Financing Led by Dutchess Opportunity Fund II
LP
MIAMI, FL--(Marketwired - May 15, 2014) - Brazil Interactive
Media, Inc. (OTCQB: BIMI) (the "Company"), today announced that on
May 15, 2014, through its wholly-owned subsidiary, Cannamerica
Corp., entered into an Agreement and Plan of Merger ("Merger
Agreement") to acquire all of the issued and outstanding shares of
common stock of Denver, CO-based Hollister & Blacksmith Inc.
d/b/a American Cannabis Consulting ("ACC") (the "Merger"). The
effective time of the Merger shall be upon the filing of
Certificates of Merger with the Secretaries of State of the States
of Delaware and Colorado, pursuant to applicable statutes.
Pursuant to terms of the Merger Agreement, the Company will be
renamed American Cannabis Company, Inc. In connection with the
Merger, the Company also announced a new round of financing in the
amount of $395,000 led by Dutchess Opportunity Fund II LP (the
"Financing"). Pursuant to terms of the Financing, the Company sold
its debentures to investors, which are convertible at a fixed
price. There are no reset provisions, or warrants or other
derivative securities issued in conjunction with the Financing. For
more information on the Merger and Financing, please refer to the
Company's current report on Form 8-K filed with the U.S. Securities
and Exchange Commission on May 15, 2014.
American Cannabis Company owns and operates three vertically
integrated businesses, American Cannabis Consulting, Cube Root Inc.
and The Trade Winds Inc., which deliver a fully integrated offering
of services and products for their customers and clients seeking to
start or expand, their cannabis-based businesses and product
offerings. Through these businesses, ACC provides industry-specific
advisory and management services, manufactures and sells products
supporting all aspects of regulated cannabis operations, and in
addition provides supply chain management solutions through group
purchasing delivering efficiency and effectiveness. ACC has
successfully procured licensing agreements for its clients in
several states and is accessing existing and new growth
opportunities, in both domestic and international cannabis
markets.
As part of the Merger Agreement, Mr. Corey Hollister was
appointed as the Company's new CEO and shall serve as a member of
the Board of Directors. Mr. Hollister stated, "We are excited
to bring ACC's assets and opportunities into a fully-reporting,
SEC-compliant, publicly-traded entity. Recent legislation within
numerous states has resulted in the considerable expansion of the
legalized marijuana market and related business opportunities to
properly service the market and the many businesses that operate
therein. With the considerable interest in our services, our
on-going successes in procuring legalized marijuana licenses for
several clients, our current outstanding license applications, and
our fast-growing pipeline of potential new contracts, we believe we
are optimally positioned to respond to the rapid dynamic changes in
both the domestic and international marketplace, and assist our
clients successfully navigate through them."
Ellis Smith, ACC's COO added, "Through the auspices of a
publicly-traded company, we believe we can achieve our business
goals and maximize value creation faster that we otherwise could
have. We are also very pleased to have Dutchess Capital as our
primary financial partner and look forward to providing our new and
future shareholders with a fully transparent and professionally
functional organization."
Douglas Leighton, Managing Partner of Dutchess Capital stated,
"As one of the most active institutional investors of
cannabis-related enterprises, we are excited to add another to our
portfolio. We remain very optimistic regarding ACC's current
business, its significant growth opportunities and the ability of
Corey, Ellis and their team to deliver."
As a result of the Company's Merger with ACC, it will be
divesting of its Brazilian media operations, and focus its efforts
exclusively on opportunities within the legalized marijuana
industry.
For more information, please refer to the Form 8-K filed by
Brazil Interactive Media, Inc. with the United States Securities
and Exchange Commission. The Company is providing this release in
accordance with Rule 135c under the Securities Act of 1933, as
amended ("Rule 135c"), and the notice contained herein does not
constitute an offer to sell the Company's securities, and is not a
solicitation for an offer to purchase the Company's securities. The
securities offered have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.
About American Cannabis
Company:
American Cannabis Company owns and operates three vertically
integrated businesses, American Cannabis Consulting, Cube Root Inc.
and The Trade Winds Inc., which deliver a fully integrated offering
of services and products for their customers and clients seeking to
start or expand, their cannabis-based businesses and product
offerings. Through these businesses, ACC provides industry-specific
advisory and management services, manufactures and sells products
supporting all aspects of regulated cannabis operations, and in
addition provides supply chain management solutions through group
purchasing delivering efficiency and effectiveness. ACC has
successfully procured licensing agreements for its clients in
several states and is accessing existing and new growth
opportunities, in both domestic and international cannabis
markets.
For more information, please visit:
www.americancannabisconsulting.com
About Dutchess
Opportunity Fund II LP
Dutchess Opportunity Fund II LP invests in special situations
assisting growth-stage and mature companies alike. Founded in 1996,
Dutchess Capital, through its investment funds, has managed over $2
billion in transactional value, for companies which span a wide
array of sectors. With offices in Boston, New York, London, Beijing
and São Paulo, Dutchess Opportunity Fund II LP invests in global
investment opportunities and has become a leading investor in
cannabis-related businesses. For further information about
Dutchess, please visit www.dutchesscapital.com.
Forward Looking Statements
This news release contains "forward-looking statements"
which are not purely historical and include any statements
regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements include, among other
things, the development, costs and results of new business
opportunities. Actual results could differ from those projected in
any forward-looking statements due to numerous factors. Such
factors include, among others, the inherent uncertainties
associated with new projects. These forward-looking statements are
made as of the date of this news release, and we assume no
obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in
the forward-looking statements. Although we believe that any
beliefs, plans, expectations and intentions contained in this press
release are reasonable, there can be no assurance that any such
beliefs, plans, expectations or intentions will prove to be
accurate. Investors should consult all of the information set forth
herein and should also refer to the risk factors disclosure
outlined in our annual report on Form 10-K for the most recent
fiscal year, our quarterly reports on Form 10-Q and other periodic
reports filed from time-to-time with the Securities and Exchange
Commission. For more information, please visit
www.sec.gov.
Contact: Company John Mattio Corporate, Media and Investor
Communications Ph (720) 466-3789
john@americancannabisconsulting.com
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