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SCOPE CARBON to acquire FARM FLIGHT, INC. and expand its network in North Americaqrcode

−− Scope's partnership will align Scope and Farm Flight in developing industry-leading, analytical solutions in the carbon and agricultural markets

Apr. 28, 2023

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Apr. 28, 2023

Scope Carbon Corp. (CSE: SCPE; OTCQB: SCPCF, Frankfurt: VN8) ("Scope" or the "Company") a carbon mapping technology provider utilizing image recognition technology, announced that it has entered into a non-binding letter of intent (the "Letter of Intent") to acquire Arizona-based Farm Flight, Inc. ("Farm Flight"), a pioneer of image based crop data and analytics in an arms-length all-share acquisition valued at approximately USD $14,500,000 (the "Transaction").

Highlights:


  • Combining Complementary Operations and Expanding Scope's Services into the United States Agricultural Sector; Farm Flight's advanced imagery and analytics capabilities are currently improving the efficiency of their agricultural clients.  Scope is developing an AI driven imagery platform and when combined with Farm Flight's capabilities, the Company anticipates to be able provide an effective scalable program that improve the efficiency of the agricultural industry on a mass market scale.

  • Immediate Revenue; Farm Flight is currently revenue generating with accretive year over year growth.

  • Broadens An Already Strong Management Team: Sam Baker, the CEO of Farm Flight, will be appointed CEO and President of the Company upon completion of the Transaction. The parties also intend that three existing board members of Farm Flight will be appointed to the board of the Company bringing experienced business acumen, as well as strong industry and client relationships. These strengths are complementary to Scope's knowledge and technological expertise.


"After almost a year of working with Scope, we have never been surer that these are the right people to grow our combined businesses with and we believe the impact of the two companies can revolutionize the industry to new levels of efficiency and production capabilities," said Farm Flight's CEO, Sam Baker. "I believe that this Transaction will enable us to drive incredible change in agriculture and shape the future of food production. The potential of AI in this industry has been widely understood for a while now. We finally have the opportunity to make that vision a reality."

"Agricultural production of food is difficult. As a result, approximately 33 percent of total food wastage occurs during this stage for various reasons ranging from crop failures, over-regulation to inefficiencies in the process. Food wastage is not only an economic loss to farmers, producers, chain retailers and consumers, it also results in a net environmental harm. This acquisition marries the technological capabilities of our two companies and also expands Scope's operations into the agricultural sector at a time when food prices and food waste have hit unfathomable highs", said Scope's Non-Executive Chairman Sean Prescott. "Whilst our immediate focus is on increasing revenue growth and profitability, we believe our combined technologies can be applied to a range of green industries and that this acquisition represents an exciting chapter in the stories of our companies. We look forward to joining forces with Farm Flight and increasing the value to our respective shareholders."

Proposed Transaction Summary

Pursuant to proposed terms of the Transaction, Scope will acquire all of the issued and outstanding shares of Farm Flight in exchange for approximately 12,351,662 common shares of Scope (the "Exchanged Shares"). The Exchanged Shares, in addition to being subject to a four month hold, will be subject to a lock-up agreement which provides that 20% of the Exchanged Shares will be released 36 months after the completion of the Transaction, and thereafter release 20% of the Exchanged Shares in subsequent six month intervals until 100% of the Exchanged Shares are released.

In connection with the Transaction, it is expected that each of Farm Flight's optionholders and share purchase warrantholders will enter into an option surrender and cancellation agreement, and a warrant surrender and cancellation agreement, respectively. The Company and Farm Flight also anticipate restructuring certain indebtedness of Farm Flight into mutually satisfactory terms.

Board of Directors and Management

Upon completion of the Transaction, it is expected that Sam Baker, Farm Flight's CEO and President, will be appointed as CEO of the Company. Mr. Baker, together with two existing board members of Farm Flight will be appointed to the board of the Company, such that it will consist of six (6) directors. The Company will consider such further changes as may make sense for the business of the Company going forward.

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