Luff Enterprises Acquires National E-Commerce Platform

Vancouver, British Columbia – Luff Enterprises Ltd., (CSE: LUFF) (“LUFF” or the “Company”) is pleased to announce that it has acquired 1192515 BC Ltd., the owner of herbaldispatch.com, a leading Canadian online dispensary brand (“Herbal Dispatch”).

Assets included in the acquisition are Herbal Dispatch’s website domains, trademarks, and user database. This database contains age-verified, Canadian-resident cannabis consumers, and has more than a 100,000+ profiles, including over 60,000 active subscribers. Pursuant to the terms of the acquisition, Luff acquired 100% of the issued and outstanding shares of 1192515 BC Ltd. (the “Transaction”) in exchange for Luff common shares, based on a milestone structure linked to quarterly revenue targets.

This is the latest and most important step in the strategy to establish a pre-eminent online wellness marketplace, following on from the recent acquisition of a licensed producer in Canada.

HIGHLIGHTS OF THE PROPOSED TRANSACTION:

  • Luff becomes the 100% owner and operator of herbaldispatch.com, a leading Canadian cannabis e-commerce platform, with a large database of cannabis customers.
  • The Transaction consideration is shares based on revenue milestones, thereby mitigating risk for Luff shareholders.
  • Herbal Dispatch has an historically engaged customer base: Prior operating data shows an average of 7 repeat orders per customer; regular consumers and enthusiasts of cannabis;
  • Goal is to maximize profit margins by selling directly from growers and product manufacturers to registered herbaldispatch.com members; and
  • Membership on herbaldispatch.com is free – simply sign-up online and go through a short health assessment (via videoconference) with a registered healthcare practitioner on a smartphone or computer.

TERMS OF THE PROPOSED TRANSACTION

 Consideration for the Transaction was comprised of the issuance of 140,000,000 common shares of Luff with 20,000,000 common shares immediately distributed to the shareholders of Herbal Dispatch and the remaining 120,000,000 common shares being distributed following the achievement of certain milestone events during the four-year period after completion of the Transaction as follows:

  • 30,000,000 common shares of Luff upon gross sales in Canada reaching $300,000 in a three-month consecutive period;
  • 40,000,000 common shares of Luff upon gross sales in Canada reaching $750,000 in a three-month consecutive period; and
  • 50,000,000 common shares of Luff upon gross sales in Canada reaching $1,500,000 in a three-month consecutive period.

“This is a huge step forward for Luff on our path to becoming a leading online wellness platform, sourcing the best product from great producers directly to our customers,” said Jeremy South, Chairman and Independent Director of Luff. “We are very pleased to revive the storied Herbal Dispatch brand with its strong track record of outstanding customer service.  Our research shows a continued gap in the market for a marketplace offering great customer service and outstanding curated products.  We particularly look forward to working with the Herbal Dispatch team to significantly increase our business in Canada and presence in the United States, and potentially expand into developing markets where e-commerce of cannabis products provides a compelling market opportunity.”

The Transaction was not an arm’s length transaction for purposes of the policies of the Canadian Securities Exchange (“CSE”). Certain directors and officers of Luff are minority shareholders in 1192515 BC Ltd. Therefore, the transaction is a related party transaction under Multilateral Instrument 61-101. For the transaction, Luff is relying on the exemptions contained in sections 5.5(a) and 5.7(a), respectively, of Multilateral Instrument 61-101 from the valuation and minority shareholder requirements of that instrument as they apply to related party transactions since the fair market value of the acquisition was less than 25% of the market capitalization of Luff. The acquisition of 1192515 BC Ltd. was approved by the board upon recommendation of the independent director in accordance with the Company’s related-party transaction policy. Those certain directors and officers of Luff who are also minority shareholders of 1192515 BC Ltd. did not vote on the transaction.

ABOUT HERBAL DISPATCH

Herbal Dispatch is a cannabis e-commerce platform dedicated to providing top quality products to informed consumers at affordable pricing and continuing its legacy as a trusted source for exclusive access to small-batch craft cannabis flower and a wide-array of other product formats. Members registered with Herbal Dispatch trust that the dedicated client care team will ensure a great experience, from ordering to delivery to your door, and can rest assured that everything is at or below retail/provincial prices.

ABOUT LUFF ENTERPRISES LTD.

Luff owns and operates leading cannabis e-commerce platforms in both Canada and the United States and is dedicated to providing top quality cannabis to informed consumers at affordable pricing. Luff’s flagship cannabis marketplace, Herbal Dispatch, is a trusted source for exclusive access to small-batch craft cannabis flower and a wide-array of other product formats.

Luff’s common shares trade on the Canadian Securities Exchange under the symbol “LUFF”.

FOR FURTHER INFORMATION:

Philip Campbell, CEO and Director
Email: [email protected]
Telephone: 250-419-7665

Luff Enterprises Completes Acquisition Of Licensed Producer And Appoints The Honourable Herb Dhaliwal To Board Of Directors

Vancouver, B.C.Luff Enterprises Ltd., (CSE: LUFF) (“LUFF” or the “Company”) is pleased to announce the completion of its previously announced acquisition of the National Green Biomed group of companies (“NG Biomed”). Based in British Columbia, NG Biomed is a licensed producer of cannabis products for both the recreational and medical consumer markets. This acquisition represents the next step in Luff’s online marketplace strategy and will allow the Company to accelerate its launch of online sales in Canada and establish a new online wellness marketplace.

The acquisition of NG Biomed was effected by way of a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia) whereby the security holders and certain creditors of NG Biomed’s parent company, National Green Biomed Ltd. (“NGB”), were issued 161,025,195 common shares of Luff. The Company will also pay cash consideration of up to $224,370 to certain shareholders of NGB that had a right of rescission related to their investment in NGB. In conjunction with the acquisition, Luff also assumed $500,000 in debt and up to $200,000 in other net liabilities.

The Company is also pleased to announce that it has appointed the Honourable Herb Dhaliwal, NGB’s Chairman, to Luff’s Board of Directors. Mr. Dhaliwal is a former member of Parliament and Minister of National Revenue, Minister of Fisheries & Oceans and Minister of Natural Resources. He is the former Vice-Chair of BC Hydro Power and Authority.

About Luff Enterprises Ltd.

LUFF is a hemp and wellness company, focused on providing premium quality, innovative products across the United States through its online store. Committed to plant-based science, LUFF produces and sources a suite of thoughtfully designed products to benefit a wide range of user needs.

Currently, the Company focuses on identifying unique products and formulations leveraging cannabinoids to empower people to realize the full potential of everyday life. LUFF’s scientifically formulated products are non-GMO, THC-free, 3rd party tested, and only crafted with hemp grown in the United States.

THE CANADIAN SECURITIES EXCHANGE (THE “CSE”) HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Luff assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

For further information:

Philip Campbell, CEO and Director
Email: [email protected]
Telephone: 250-419-7665

Luff Enterprises Announces Final Health Canada License Approval for the NG Biomed Group of Companies

Vancouver, B.C.Luff Enterprises Ltd., (CSE: LUFF) (“LUFF” or the “Company”) is pleased to provide a further update on its previously announced agreement to acquire the National Green Biomed group of companies (“NG Biomed”). On July 21, 2022 Luff announced its plan to acquire, largely for share consideration, NG Biomed, a licensed producer of cannabis products for both the recreational and medical consumer markets.

Luff announces that NG Biomed’s wholly owned subsidiary, Rosebud Productions Inc., has received final approval from Health Canada to authorize the activity of sale of cannabis extracts, edible cannabis, and cannabis topical products to provincially and territorially authorized retailers and holders of a licence for sale for medical purposes.

This approval was the final step in NG Biomed’s licence approval process, and will allow for a complete product offering for clients. It will also facilitate more streamlined procurement and fulfillment operations when medical sales are initiated.

Luff’s CEO, Philip Campbell, remarked, “The sales licence approval for extracts is the culmination of months of hard work and determination by the team at National Green Biomed, with a relentless focus on quality and consistency. With our new sales platform for medical products in Canada ramping up, this approval paves the way for Luff to expand the products that we are bringing to market, in addition to our proposed best-in-class craft flower menu.”

The acquisition of NG Biomed remains subject to approval from NG Biomed’s shareholders, approval from the Canadian Securities Exchange, if needed, and completion of customary closing conditions.

About Luff Enterprises Ltd.

LUFF is a hemp and wellness company, focused on providing premium quality, innovative products across the United States through its online store. Committed to plant-based science, LUFF produces and sources a suite of thoughtfully designed products to benefit a wide range of user needs.

Currently, the Company focuses on identifying unique products and formulations leveraging cannabinoids to empower people to realize the full potential of everyday life. LUFF’s scientifically formulated products are non-GMO, THC-free, 3rd party tested, and only crafted with hemp grown in the United States.

THE CANADIAN SECURITIES EXCHANGE (THE “CSE”) HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Luff assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

For further information:

Philip Campbell, CEO and Director
Email: [email protected]
Telephone: 250-419-7665

Luff Enterprises To Acquire Licensed Producer As Next Step In Online Marketplace Strategy

Vancouver, B.C.Luff Enterprises Ltd., (CSE: LUFF) (“LUFF” or the “Company”) is pleased to announce the signing of a definitive agreement to acquire a licensed producer in British Columbia. Luff plans to acquire, largely for share consideration, the National Green Biomed group of companies (“NG Biomed”). NG Biomed is a licensed producer of cannabis products for both the recreational and medical consumer markets.

Philip Campbell, CEO, commented, “We are pleased to announce the next step in our online marketplace strategy, with the acquisition of a licensed producer. This acquisition will allow us to accelerate our launch of online sales in Canada and establish a new online wellness marketplace. I look forward to welcoming our new shareholders and employees.”

Luff’s online marketplace strategy will allow the Company to offer a broader range of competitively priced products while capturing intermediary margins by selling directly to the final consumer. With the large oversupply of cannabis in Canada and the compression of wholesale prices, Luff believes this capital-efficient, technology-focused strategy will allow the Company to scale up sales quickly and efficiently while capturing strong gross margins.

The acquisition of NG Biomed will be effected by way of a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia) whereby the shareholders of NG Biomed will exchange their shares for up to 170,000,000 common shares in Luff at a deemed price of $0.025 per share. At closing, Luff will also assume up to a maximum of $500,000 in debt and up to $200,000 in other net liabilities.

Upon closing of the acquisition, the Company plans to appoint the Honourable Herb Dhaliwal, NG Biomed’s Chairman, to Luff’s Board of Directors. Mr. Dhaliwal is a former member of Parliament and Minister of National Revenue, Minister of Fisheries & Oceans and Minister of Natural Resources. He is the former Vice Chair of BC Hydro Power and Authority.

The acquisition of NG Biomed remains subject to approval from NG Biomed’s shareholders, approval from the Canadian Securities Exchange, if needed, and completion of customary closing conditions.

The Company has also entered into a definitive agreement to sell certain assets and licenses at its Portland Oregon facility for cash consideration. Luff plans to continue to sell branded and private label CBD products in the US using its network of partners. This transaction is expected to close within the next 3 months.

About Luff Enterprises Ltd.

LUFF is a hemp and wellness company, focused on providing premium quality, innovative products across the United States through its online store. Committed to plant-based science, LUFF produces and sources a suite of thoughtfully designed products to benefit a wide range of user needs.

Currently, the Company focuses on identifying unique products and formulations leveraging cannabinoids to empower people to realize the full potential of everyday life. LUFF’s scientifically formulated products are non-GMO, THC-free, 3rd party tested, and only crafted with hemp grown in the United States.

THE CANADIAN SECURITIES EXCHANGE (THE “CSE”) HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Luff assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

For further information:

Philip Campbell, CEO and Director
Email: [email protected]
Telephone: 250-419-7665

Issuance of Common Shares to Camilla Advisory Group (July)

Vancouver, B.C.Luff Enterprises Ltd. (CSE: LUFF) (“LUFF” or the “Company”) announces that its board of directors has authorized the issuance to Camilla Advisory Group Inc. of 289,800 common shares in the capital of the Company at a deemed issue price per share of CAD$0.015 (the “Share Issuance”).

The Share Issuance is being provided to Camilla Advisory Group Inc., as payment for past services rendered to the Company by Jason Vandenberg from April 1, 2022 to June 30, 2022, in Mr. Vandenberg’s capacity as the Company’s Chief Financial Officer. In accordance with the Share Issuance, the Company is also filing with the Canadian Securities Exchange a Form 9 – Notice of Proposed Issuance.

About Luff Enterprises Ltd.

LUFF is a hemp and wellness company, focused on providing premium quality, innovative products across the United States through its online store. Committed to plant-based science, LUFF produces and sources a suite of thoughtfully designed products to benefit a wide range of user needs.

Currently, the Company focuses on identifying unique products and formulations leveraging cannabinoids to empower people to realize the full potential of everyday life. LUFF’s scientifically formulated products are non-GMO, THC-free, 3rd party tested, and only crafted with hemp grown in the United States.

THE CANADIAN SECURITIES EXCHANGE (THE “CSE”) HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Luff assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

For further information:

Philip Campbell, CEO and Director
Email: [email protected]
Telephone: 250-419-7665