Prohibition Brands CBD and Cannabis Conglomerate Announces Intent to Reverse Merger Onto the American Stock Exchange

SAN DIEGO, May 12, 2019 (Newswire.com) - ​​​​​​​Prohibition Brands, a Delaware based, American CBD and Cannabis Conglomerate, announced the signing of a binding letter of intent to Reverse Merger onto the American Stock Exchange.

The merger with Wearable Health Solutions Inc. of the OTCQB  would make Prohibition Brands the first true American Cannabis and CBD Brand to enter the American Market in 2019. The combined public conglomerate will be renamed Prohibition Brands and will focus on CBD and Cannabis Land and Brand Development. Shares of Wearable Health Solutions Inc. closed at .0053 Thursday, May 9th, 2019.

Prohibition Brands IP product portfolio, includes their Hemp CBD cigarette product “Marijuanettes.” In 2013, Prohibition Brands made headlines when they were dubbed the “Marlboro of Weed” by the Huffington Post and other news outlets.

With distribution of licensed cannabis and CBD products currently selling across the USA in more than 30 different states that range from CBD Hemp Cigarettes and Recreational Cannabis Joints to CBD Pet Treats and CBD Skin Serums; The company hopes to become the world's most distributed CBD and cannabis brand.

“As Americans, we strive to be the best. While there are Canadian companies on the stock market, we are Americans on the American market, and we make premium products. We are proud to blaze the path of premium American Cannabis and CBD” said company CEO Brian Laoruangroch. “Prohibition Brands is an American Company.”

Additionally, the company intends to file documents with the SEC to raise capital for the acquisition and development of up to 50 CBD Hemp/Medical/Recreational Cannabis facilities nationwide by 2022.

“The Reverse Merger will provide us the capital necessary to build the future land and brands of CBD and cannabis across America.” We will focus on CBD products now and the development of our hemp CBD and Cannabis compliant property across the country. When cannabis becomes federally legal in The US, we will be ready to convert our facilities to cannabis if we choose.”

“Make no mistake about it,” said Laoruangroch, “We want to be the world's most distributed American Cannabis and CBD Brand”

Disclosures:

The securities to be offered in the brokered private placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Stock Exchange Matters

As of the date hereof, Prohibition Brands Delaware is not listed or has made any application for listing on any stock exchange. A condition to the completion of the transaction is the approval for the listing of the resulting public company’s shares on the American Securities Exchange.

Timing of the Transaction

Further details of the transaction will be included in subsequent news releases and disclosure documents to be filed by Prohibition Brands Delaware and WHSI in connection with the transaction.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Prohibition Brands with respect to future business activities. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and include information regarding: (i) expectations regarding whether the proposed transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction, (ii) expectations for the effects of the transaction or the ability of the combined company to successfully achieve business objectives, (iii) expectations regarding whether the proposed private placement will be consummated and the timing for completing the private placement, and (iv) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Prohibition Brands management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Prohibition Brands believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the transaction and the private placement; the ability to obtain requisite regulatory and shareholder and unitholder approvals and the satisfaction of other conditions to the consummation of the transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the transaction and the private placement. This forward-looking information may be affected by risks and uncertainties in the business of Prohibition Brands and Wearable Health Solutions Incorporated and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Prohibition Brands has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Prohibition Brands does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Completion of the transaction is subject to a number of conditions, including but not limited to entry into of a definitive transaction agreement, shareholder approvals and satisfaction of all stock exchange listing requirements. There can be no assurance that the transaction will be completed as proposed or at all.

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release.

Source: Prohibition Brands Delaware