Emanay Advisors · Prepared for Capital Partners
Project Classy
Capital Partner
Overview
GeoDuck LLC dba FirstClass Cannabis · Camden, Michigan · Single-Location Acquisition
Confidential · Not an offer to sell or solicitation of an offer to buy any security or investment interest
Section 01
The Deal at a Glance
Emanay Cannabis Ventures is acquiring 100% of GeoDuck LLC dba FirstClass Cannabis, a single adult-use retail location in Camden, Michigan. The purchase price is still being finalized — it's formula-based, not fixed — so every figure below is built off an adjustable price so you can see how the deal looks across the likely range.
Deal Terms
Structure100% membership interest purchase
Price basis30% trailing sales + real estate + FF&E, net of working capital
FY2025 net income$1,562,769 (full year)
Financing condition30 days from MIPA execution
Your Role — Capital Partner
CapitalEquity contribution, sized below
DebtGuaranty on senior financing (amount adjustable)
Seller noteSubordinate to your senior financing
Section 02
Historical Performance
Revenue has been volatile year to year; net income has actually strengthened this year even as revenue settled below its FY2023 peak.
FY2023 revenue is disputed between two data room documents (a ~$4.9M gap). The Camden P&L — confirmed as the canonical source — is what's charted here. Should still be raised with the sellers directly.
Section 03
Adjustable Deal Structure
Move the price and financing terms below to see how the capital stack and debt coverage change. Seller financing terms (7%, 2-year note) are confirmed; everything else is illustrative until senior financing is quoted.
Adjust the sliders above to see how price, equity, and financing mix move your debt coverage.
Five items worth resolving before this closes — none are dealbreakers, but each affects the numbers above.
Purchase price isn't locked yetPending
Formula-based on trailing sales, a real estate appraisal, and a fixed-asset valuation — none finalized. Use the calculator above to stress-test the range.
5% ownership claim unresolvedOpen
A sixth member named in the Operating Agreement doesn't appear on the signed cap table. Needs resolution before closing.
Insurance has lapsedOpen
Target's policy period expired 4/23/2026. Renewal status needs confirmation.
Real estate treatment undeterminedPending
How the landlord entity (107 N. Main St., LLC) factors into the transaction isn't yet disclosed in the data room.
No independent earnings reviewUnaudited
All financials are seller-prepared from QuickBooks. No Quality of Earnings review has been performed.
Sequence to closing, assuming your participation as capital partner:
Confirm final purchase price
Real estate appraisal and fixed-asset valuation complete the pricing formula
Resolve the cap table
Clear the 5% ownership question before MIPA execution
Secure senior financing
Binding 30-day window from MIPA execution — deal terminates automatically if missed
Complete your guaranty and KYC documentation
Personal financial statement, source-of-funds, and entity documentation for the lender
Fund at closing
Equity contribution wired concurrent with loan closing, per the final terms above
Recommended: have independent counsel review the MIPA and any guaranty terms before signing.
Prepared by Emanay Advisors LLC. Figures are illustrative and subject to change pending final diligence, financing terms, and closing conditions. Not an offer to sell or solicitation of an offer to buy any security or investment interest.