Metavesco, Inc. (OTC PINK:MVCO) (the “Company”), a leading publicly-traded Web3 enterprise, today disclosed it sent the below open letter to the Board of Directors of Labor Smart, Inc. and a Non-Binding Letter of Intent to acquire Takeover Industries, a wholly owned subsidiary of Labor Smart, Inc. The letter of intent contained a non-binding offer to purchase Takeover Industries in stock and assumed debt.
November 13, 2022
Gentlemen of the Board of Directors of Labor Smart, Inc.,
Please see the attached Non-Binding LOI for the acquisition of Takeover Industries, Inc. from Labor Smart, Inc., by Metavesco, Inc.
I admit, its rather lengthy for an LOI, but given the ongoing legal issues at Takeover, this LOI required more legal jargon than I prefer. Shareholders of Labor Smart will want to know what’s included in this LOI. I’ll adhere to etiquette and not make the LOI itself public, but I will publish this open letter as sort of a TL:DR.
Present: There is tremendous opportunity and potential for Takeover products. I believe this opportunity is being hamstrung by internal issues. I saw in a court filing last week a lender has now sent a demand letter and put the company in default. Reading through the filings the issue isn’t even repayment, its more an issue of infighting and governance. I’m not here to judge. It is what it is. What I care about is the future of Takeover and the future for Labor Smart shareholders.
My solution for both is simple in nature so Ill present it here in that way in a stream of consciousness manner.
Sell Takeover to Metavesco for 1 million MVCO shares. The shares will get issued to Labor Smart, Inc., as the whole owner of Takeover Industries, Inc. (I’m making assumptions this is still the case). Whoever owns the Series A Preferred Shares (I lost track) will sell them to James Gissona for $1 each and everyone that is a board member or officer of Labor Smart, Inc. subsequently resigns and JG becomes the CEO and Chairman. Toby, Joe, Mike keep 100 million common shares and send anything over that amount to the LTNC treasury for cancellation. Everyone calls their lawyer and stops all actions against each other. All sign mutual liability releases. You owe a sizeable amount of money to at least 2 people/entities for development of Takeover. Metavesco assumes that debt. Let’s all get on the same page with an agreement so we can move forward to the future.
Future: Jason Tucker would continue to lead Takeover Industries, Inc. as a wholly owned subsidiary of Metavesco. The entire sales and fulfillment team stays on. We put together employment agreements and add on equity compensation for milestones. We need to drive revenue in a big way. Let’s get them runway to do so.
We will launch two new product lines. 1. An energy drink targeting athletes and body builders. 2. An energy drink brand intermixed with NFT’s. Can’t expand too much on that but you know where I’m going here, I think. You’ve already built some distribution and supply chain capabilities. This should be easy to bolt on and build from a different audience.
The water..is it dead? I hear it is, but is it? I think we can get something done here too.
I believe building Takeover Industries as a wholly owned subsidiary of Metavesco will be a huge benefit to MVCO shareholders and to the NXT LVL brand.
But what about the LTNC shareholders? As Chairman James Gissona will immediately being the process to put LTNC into receivership or custodianship with the following post deal goals:
- LTNC has no liabilities
- LTNC has a large block of MVCO stock on its balance sheet that is benefiting from the growth of Takeover.
- Current LTNC shareholders maintain their equity ownership on a 1:1 basis, regardless of whatever scorched earth tactic may need to be taken to get us home.
Mr. Gissona knows what needs to be done to get these checked off. When he’s done, LTNC will be a clean vehicle with a great looking balance sheet. The company can then choose its destiny. Sell some MVCO, buyback some LTNC, do a reverse merger..really whatever the shareholders decide they want it to be.
This last part might be a bit tough for everyone to get their head around. Here is my pitch on why this is the way for LTNC shareholders.
- Assuming LTNC does get a spin out done of Takeover, it’s unlikely to be on a 1:1 share basis. This will equate to a reverse split of everyone’s equity position. Normally that might not matter. But here, TO needs to raise capital and I believe will absolutely need to dilute. Nothing inherently wrong with dilution to grow the business but the market cap is likely to be quite bloated and will fall quickly as new capital gets raised, potentially wiping out equity value of spun out TO shares. I understand that’s an awful lot of speculation but I’m confident in my assessment here.
- I’m confident Jason Tucker wishes to repair LTNC post spin out. I’m unsure what the strategy will be. Given my hypothesis in #1, current shareholders are going to be really dependent on a future with LTNC trading and engaged in a growing industry. My approach here lets Jason and team build and lets JG focus solely on clean up with a built-in mechanism to raise capital in the future. I believe the end result will be LTNC is traded faster, with a great balance sheet, and a minority interest in a cutting-edge company, Metavesco.
A few things to reiterate:
Jason Tucker must stay on as President and will have absolute discretion to build his team for Takeover post deal. Lenders must be on board with this deal and willing to work with us to build the future. The Labor Smart by-laws will require a shareholder vote to do this deal and the magic Series A Preferred Shares won’t be enough per the by-laws and I will not vote any of my personal shares in said vote. Time is of the essence. Labor Smart, Inc is vulnerable to a hostile takeover that benefits no one, and I’m not talking about from Toby, Mike, et. al. This needs to be done yesterday.
I believe this is in LTNC shareholders best interest and hope you accept the LOI on or before November 16, 2022, at 4pm New York time.
President – Metavesco, Inc., a web3 enterprise
Metavesco is a publicly traded web 3 enterprise. The Company generates income as a liquidity provider on decentralized crypto exchanges and invests in promising NFT projects and virtual land, primarily on EVM protocols.
Safe Harbor Statement
This press release contains statements that constitute forward-looking statements. These statements appear in a number of places in this press release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; and (iii) growth strategy and operating strategy. The words “may”, “would”, “will”, “expect”, “estimate”, “can”, “believe”, “potential”, and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is included in the Company’s filings on sec.gov.