TORONTO: EuroLife Brands, a vertically integrated enterprise focused on the pan-European health and wellness sector, has entered into a Letter of Intent (“LOI”) to acquire 100% of the issued and outstanding securities of CWE European Holdings Inc. (“HANF”), a Canadian Corporation, which owns and operates HANF Hemp stores in Germany and Luxembourg.

HANF, is operating a seed-to-sale hemp CBD business in German speaking countries in Europe, will become a fully owned subsidiary by way of share exchange in consideration for the issuance of 100,000,000 common shares of Eurolife at a deemed price of $0.05 per Share to the shareholders of CWE for a deemed value of $5 million.

Upon completion of the transaction, CWE will become a wholly-owned subsidiary of the Company.

The Shares issuable pursuant to the Acquisition are subject to escrow provisions over 36-months under a lock-up agreement with the CEO of the Company.

The parties will negotiate in good faith to finalize and execute a definitive agreement within 90 days of executing the LOI. The closing of the Acquisition is subject to customary terms and conditions and regulatory approval.

“The team at HANF have built an impressive brand and base of retail stores in Germany and Luxembourg with significant growth potential. They posted over $3,000,000 CDN in sales last year alone” said Shawn Moniz, CEO of EuroLife.

“We have the opportunity to acquire the company in its early stages and aggressively grow its footprint across Europe together with other Eurolife Brand assets over the next two to three years. While Europe is currently experiencing the COVID-19 pandemic, the HANF retail locations have remained opened as an essential service and CWE has experienced ongoing sales for its health and wellness products.

“We are extremely excited to join the Eurolife team and build HANF into one of the largest retail brands in Germany and other European countries by increasing the number of stores significantly in the coming two years. We intend to make HANF continue as one of the leading and most recognized Health and Wellness CBD brands in Germany, the largest economy in Europe. ” said Joern Follmer, CEO of HANF.

“We are fortunate that our stores are an essential service during this COVID19 outbreak. We remain open to serve the public in a safe and sanitary way. Our outlook is positive on the health of our business, and of our customers. We are seeing a change in consumer behaviour towards healthy food choices, most likely due to what the world is experiencing during this pandemic. We are seeing a growing interest in and acceptance of healthy and organic hemp based products for a healthy lifestyle”.

CWE is seeking to become one of the largest CBD hemp retail and online retailers, building controlled access to Central European customers by opening retail locations in Germany, Austria and Luxembourg.

Currently CWE owns and operates two subsidiaries: DCI GmbH in Germany with six (6) locations and a robust e-commerce web portal, and CBD Wellness Europe s.a.r.l operating one location in Luxembourg.

Hemp is becoming the guiding light for an active, organic and health conscious lifestyle, with its use in multiple applications including products of everyday life such as food, nutra-ceuticals and clothing, with superior and more sustainable qualities.