Tuesday, 18 August 2026 07:00 PM
Company Update
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VANCOUVER, BC / ACCESS Newswire / August 18, 2026 / Nota Bene Ventures Ltd. ("Nota Bene" or the "Company"), has entered into a definitive business combination agreement dated August 17, 2026 (the "Definitive Agreement") to acquire (the "Proposed Acquisition"), through its wholly-owned subsidiary, 1000084877 Ontario Inc. ("Subco"), all the issued and outstanding share capital of Green Monkey USA Inc, and its wholly owned subsidiary, 1001690633 Ontario Inc. (collectively, "Green Monké). The Definitive Agreement also contemplates the acquisition of all the issued and outstanding share capital of 1001582427 Ontario Corporation, a wholly owned subsidiary of Green Monké's controlling shareholder, St. Peter's Spirits Inc. ("Cedar Health", and together with Green Monké, the "Targets"). The Proposed Acquisition will result in a reverse takeover of Nota Bene by the securityholders of Green Monké. Upon completion of the Proposed Acquisition, which was negotiated at arm's length, Nota Bene anticipates changing its name to Loamara Co., or such other name as may be determined by the parties to the Proposed Acquisition.
About the Combined Business - Loamara Co.
Loamara Co. is a wellness platform built around a proven, multi-brand portfolio spanning three complementary verticals: social wellness, purposeful wellness, and longer term, medical cannabinoid therapeutics.
The platform's foundation is the Green Monké social wellness brand, a hemp-derived Delta-9 THC and CBD sparkling beverage brand, sold direct-to-consumer and through an expanding wholesale and retail network across the United States. Green Monké has built one of the fastest-growing brands in the category, now reaching consumers across 13 U.S. states and more than 105 million Americans, with recent listings including Circle K, Target, and Lowes Foods, and continued growth through distribution partners including Johnson Brothers and the Anheuser-Busch InBev network. SPINS named Green Monké its "Breakout Brand" for the twelve months ended May 31, 2026, recognizing the brand's highest sales growth and highest sales percentage growth among all U.S. THC brands across its retailer network.
Building on this momentum, Green Monké continues to expand its product lineup, including new next-generation cannabinoid formats and a forthcoming line of non-cannabinoid functional beverages designed to extend the brand into the broader, fast-growing alcohol alternative beverage category.
The platform's second vertical is Loamara, a new longevity-focused brand developed in partnership with Rocky Health Inc. ("myRocky"), a leading Canadian digital health platform. Loamara is built for consumers who have moved beyond social wellness and into intentional, science-backed routines centered on longevity, cognitive performance, and metabolic health - one of the largest and fastest-growing categories in consumer wellness. Its initial product lineup, developed jointly with myRocky's clinical insight, is expected to launch on the myRocky platform in Q4 2026 and will prioritize GLP-1 companion supplements, peptides and other products designed to support patients pursuing proactive, data-driven health optimization.
The platform's third vertical, Cedar Health, is a medical cannabinoid therapeutics business under development, positioned to address the growing global medical cannabis market. With U.S. federal regulation of medical cannabis becoming clearer, including in connection with the U.S. Department of Justice's April 2026 action to reschedule cannabis to Schedule III, Cedar Health is expected to focus on clinician-informed, cannabinoid-based products for medical and patient use as the regulatory environment continues to evolve.
Together, these three verticals position Loamara Co. as a diversified, multi-brand wellness platform spanning proven consumer beverages, an emerging longevity and functional-supplement business, and a future medical cannabinoid therapeutics opportunity - with a shared foundation in building great-tasting, effective, and compliant products.
For more information regarding Loamara Co., please visit the company's website at LoamaraCo.com.
Terms of the Transaction
Under the terms of the Definitive Agreement, Nota Bene will acquire 100% ownership of the Targets, and the business of the Targets will become the business of Nota Bene (the "Resulting Issuer"). Subject to the approval of the TSX Venture Exchange (the "Exchange"), it is anticipated that the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed and posted for trading on the Exchange (the "Listing").
In connection with the Proposed Acquisition, the Company will complete a consolidation of its share capital on a 10 for 1 basis (the "Consolidation"). Upon completion of the Consolidation, holders of outstanding securities of the Targets, including common shares of Green Monké acquired upon the conversion of certain outstanding convertible debentures of Green Monké, will be issued an aggregate of 55,753,007 post-Consolidation common shares of the Company (the "Consideration Shares") at a deemed price of $0.45 per Consideration Share in exchange for all issued and outstanding common shares of Green Monké. Additional Consideration Shares will be issued pursuant to interest accrued from July 1, 2026 to the date of conversion of the outstanding convertible debentures of Green Monké. Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to applicable Canadian securities laws. In addition, certain additional securities of the Resulting Issuer will be subject to a voluntary hold period, negotiated by the parties, and releasable over a period of four to twelve months from the date that the Resulting Issuer Shares are listed on the Exchange.
On completion of the Proposed Acquisition, Nota Bene's board of directors and management team will be reconstituted to include directors and officers comprised of individuals from the Green Monké team (details and full bios of the post-closing director and management team will follow in a future press release).
Financing
As a condition to completing the Proposed Acquisition, 1001690633 Ontario Inc., a wholly-owned subsidiary of Green Monké ("Finco"), intends to complete a convertible debenture financing for gross proceeds of up to $4,000,000 (the "Debenture Financing"). Upon completion of the Proposed Acquisition, the interest-bearing convertible debentures issued pursuant to the Debenture Financing will be automatically exchanged for Resulting Issuer Shares at a price of $0.45 per Resulting Issuer Share (8,888,889 Resulting Issuer Shares assuming $4,000,000 is raised, plus additional Resulting Issuer Shares in settlement of accrued interest). Green Monké may pay a commission to certain finders in connection with the Debenture Financing. The Resulting Issuer intends to use the proceeds of the Debenture Financing for product sales and marketing, innovation and working capital purposes. All securities issued by the Resulting Issuer in connection with the Debenture Financing will be free trading upon completion of the Proposed Acquisition.
As a condition to the Proposed Acquisition the Company also intends to settle certain outstanding indebtedness through the issuance of common shares of the Company, in amounts agreed by the parties.
Completion of the Proposed Acquisition is subject to a number of conditions, including receipt of all necessary regulatory approvals, the execution of related transaction documents, and conditional approval of the Exchange for the Listing following completion of the Proposed Acquisition. Following completion of the Proposed Acquisition, it is anticipated that there will be approximately 63,353,007 Resulting Issuer Shares in addition to any Resulting Issuer Shares issued as part of the Debenture Financing.
A copy of the Definitive Agreement will be filed and accessible under Nota Bene's profile on SEDAR+ (www.sedarplus.ca), and further details of the Proposed Acquisition will be included in subsequent news releases and disclosure documents to be filed by the Company in connection with the Proposed Acquisition.
For more information, please contact the Company at 778-331-8505 or email: [email protected].
On Behalf of the board of directors of Nota Bene
Scott Ackerman
Director
As noted above, completion of the Proposed Acquisition and Listing is subject to a number of conditions. The Listing cannot be completed until all regulatory approvals, including Exchange acceptance, are obtained. There can be no assurance that the Proposed Acquisition or Listing will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "could", "intend", "expect", "believe", "will", "projected", "estimated", or variations of such words, and includes the anticipated benefits of the Proposed Acquisition, the ability of the Company and the Targets to obtain all regulatory approvals for the Listing, and the ability of the Company and the Targets to close the Proposed Acquisition on the terms and timing described herein, or at all.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability of the Company to work effectively with strategic investors; and material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein. We do not assume any obligation to update any forward-looking statements.
SOURCE: Nota Bene Ventures Ltd.