Flower One Successfully Closes a Non-Brokered Private Placement for CDN $10.9 million
TORONTO, May 4, 2020 /CNW/ – Flower One Holdings Inc. (“Flower One” or the “Company”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), a leading cannabis cultivator, producer and innovator in Nevada, is pleased to announce that it has successfully closed its previously announced non-brokered private placement, raising gross proceeds of CDN$10.9 million (US$7.8 million) (the “Private Placement”), which represents an increase of the offering size announced on April 27, 2020, of CDN$10.5 million (US$7.5 million), granted by the Canadian Securities Exchange (“CSE”). In connection with the Private Placement, the Company issued a total of 29,599,025 units (“Units”) comprised of one common share in the capital of the Company (each a “Common Share”) and one-half common share purchase warrant (each a “Warrant”). The Company intends to use the net proceeds for general corporate and working capital purposes.
This Private Placement garnered strong demand from existing shareholders as well as new, strategic investors from multiple countries and signifies an expansion of our capital markets profile internationally.
Ken Villazor, President and CEO of Flower One
The high level of interest in our offering truly speaks to our differentiated market strategy and proven ability to execute and scale our operations to become a market leader in the U.S. cannabis industry.
Each Warrant entitles its holder to acquire one common share in the capital of the Company at an exercise price of CDN$0.44 any time up to May 1, 2023, subject to adjustments in certain customary events, provided that if, at any time prior to the expiry date of the Warrants, the trading price of the Common Shares on the CSE exceeds CDN$0.88 for 20 consecutive trading days, the Company may within 10 business days of the occurrence of such event deliver a notice to the holders of such Warrants accelerating the expiry date of the Warrants to the date that is 90 days following the date of such notice. The Warrants are transferrable subject to written consent provided by the Company. The Warrants will provide for customary anti-dilution adjustments to protect their economic value, including corporate actions of the Company such as share splits or consolidations, reclassifications, non-cash distributions, and business combination transactions.
The Units have been issued on a private placement basis pursuant to applicable exemptions from prospectus requirements under applicable securities laws. 3,699,458 Units have been registered in the names of Canadian investors and the corresponding Common Shares, Warrants and Warrant Shares are subject to resale restrictions under Canadian securities laws until August 2, 2020.
Neither the Units (or the Common Shares or the Warrants forming part of the Units) have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and such securities may therefore not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (as defined in Regulation S of the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
About Flower One Holdings Inc.
Flower One is the largest cannabis cultivator, producer, and full-service brand fulfillment partner in the state of Nevada. By combining more than 20 years of greenhouse operational excellence with best-in-class cannabis operators, Flower One offers consistent, reliable, and scalable fulfillment to a growing number of industry-leading cannabis brands. Flower One’s flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is used for large scale cannabis cultivation, processing, and manufacturing. Flower One also owns and operates a second production facility in Las Vegas, with 25,000 square-feet of indoor cultivation and a commercial kitchen that will produce several of the nation’s top-performing edible brands. Flower One produces a wide range of products ranging from wholesale flower, full-spectrum oils, and distillates to finished consumer packaged goods including flower, pre-rolls, concentrates, edibles, and topicals for the top-performing brands in cannabis.
The Company’s common shares are traded on the CSE under the Company’s symbol “FONE”, in the United States on the OTCQX Best Market under the symbol “FLOOF” and on the Frankfurt Stock Exchange under the symbol “F11”. For more information, visit: https://flowerone.com.
