Flower One Announces Terms of Up To $50.0 Million Public Offering of Convertible Debenture Units
TORONTO, March 06, 2019 (GLOBE NEWSWIRE) — Flower One Holdings Inc. (the “Company”) (CSE: FONE) (OTCQB: FLOOF) is pleased to announce the price and terms of its overnight marketed public offering previously announced on March 4, 2019 (the “Offering”). The Offering will be conducted on an agency basis for the issuance of up to 50,000 convertible debenture units of the Company (the “DebentureUnits”) at a price of $1,000 per Debenture Unit (the “Offering Price”) for an offering size of up to $50,000,000 (the “Offering”). The Offering is being led by Mackie Research Capital Corporation and Canaccord Genuity Corp. (collectively, the “LeadAgents”), on behalf of a syndicate of agents including Cormark Securities Inc., Eight Capital Corp., Industrial Alliance Securities Inc., and PI Financial Corp. (together with the Lead Agents, the “Agents”).
The Company will also grant the Agents an option (the “Over-Allotment Option”) to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to increase the size of the Offering by up to 15% in Debenture Units on the same terms and conditions of the Offering, exercisable in whole or in part.
Each Debenture Unit will consist of one 9.5% unsecured convertible debenture (the “Convertible Debentures”) and 192 common share purchase warrants of the Company (the “Warrants”). Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at an exercise price of $2.60 (the “Exercise Price”) at any time up to 36 months following Closing of the Offering.
The Convertible Debentures shall bear interest at a rate of 9.5% per annum from the date of issue, payable semi-annually in arrears on the last day of June and December in each year and will have a maturity 36 months from the date of issuance (the “Maturity Date”). The principal amount of each Convertible Debenture (the “Principal Amount”) shall be convertible, for no additional consideration, into common shares of the Company (“Common Shares”) at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control at a conversion price equal to $2.60 (the “Conversion Price”). If the holder elects to convert the Convertible Debentures after a period that is six months and one day following Closing, then the holder will also receive the Effective Interest (as defined below), payable in Common Shares at a price equal to the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “CSE”) for the consecutive 20 trading days of the Common Shares on the CSE preceding the date of such election or cash, or a combination of cash and shares at the Company’s option. The effective interest (“Effective Interest”) is an amount equal to the interest that the holder would have received if the holder had held the Convertible Debentures until the Maturity Date.
The Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not more than 60 days’ and not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares be greater than $3.51 for the consecutive 20 trading days preceding the notice.
Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of Control, at a price equal to 104% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the “Offer Price”). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of Control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.
The net proceeds received by the Company from the Offering are intended to be used for the payment of outstanding notes, ongoing construction and development of its Nevada production facility, working capital and general corporate purposes.
The Offering is being made pursuant to a short-form prospectus filed in each of the provinces of Canada (except Québec), and otherwise by private placement exemption in those jurisdictions where the Offering can lawfully be made, including the United States and Europe. The Debentures Units (and the Convertible Debentures and the Warrants forming part of the Debenture Units) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States, to or for the account or benefit of, persons in the United States or U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless (i) directly by the Company to institutional “accredited investors” meeting one or more of the criteria in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act and (ii) by the Agents directly to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act, and in each case in accordance with applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Debenture Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The closing of the Offering is currently expected to be during the week of March 18, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Canadian Securities Exchange (the “CSE”). The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Convertible Debentures, Warrants, Common Shares issuable upon conversion of the Convertible Debentures on the CSE. The Company will be filing an amended and restated preliminary prospectus setting out the terms of the Offering.
About Flower One Holdings Inc.
Flower One is sharply focused on quickly becoming the leading cannabis cultivator, producer and innovator in the highly lucrative Nevada market. Flower One owns and operates a 25,000 square-foot cultivation and production facility in North Las Vegas, with nine grow rooms, and owns the established NLV Organics consumer brand of cannabis products. The Company is also rapidly converting its 455,000 square-foot greenhouse and production facility, which is the largest in the State of Nevada, for cultivating and processing high-quality cannabis at scale. Combined, the flagship greenhouse facility and production facility (once fully operational) and the North Las Vegas facility provide Flower One with 480,000 square feet of capacity for cultivation and processing, production and high-volume packaging of dry flower, cannabis oils, concentrates and infused products. The Company is fully licensed for medical marijuana cultivation and production, as well as recreational marijuana cultivation and production in the state of Nevada and currently holds licensing agreements with their Brand Partners, Flyte Concentrates, Rapid-Dose Therapeutics’ Quick Strip, Old Pal, Palms, HUXTON, and CannAmerica Brands.
The Common Shares are traded on the Canadian Securities Exchange under the Company’s symbol “FONE” and in the United States on the OTCQB under the symbol “FLOOF.” For more information, visit: https://flowerone.com
For inquiries please contact:
Flower One Holdings Inc.
Ken Villazor, President and CEO
416.200.7641
kvillazor@flower.com
