TORONTO, Nov. 15, 2019 /CNW/ – Flower A single Holdings Inc. (“Flower One” or the “Company”) (CSE: FONE) (OTCQX: FLOOF), currently announced the closing of its previously announced marketed public supplying (the “Offering”) of unsecured convertible debenture units of the Business (the “Debenture Units”) for aggregate gross proceeds of $20,850,000, which incorporates the proceeds from the partial physical exercise of the More than-Allotment Selection (as defined under). In connection with the Supplying, the Business issued a total of 20,850 Debenture Units at a cost of $1,000 per Debenture Unit (the “Offering Price”).
The Supplying was completed pursuant to an agency agreement (the “Agency Agreement”) dated November eight, 2019 with Mackie Investigation Capital Corporation and Canaccord Genuity Corp., as co-lead agents and joint bookrunners (collectively, the “Lead Agents”), on behalf of a syndicate of agents which includes Industrial Alliance Securities Inc., Haywood Securities Inc., PI Monetary Corp., Echelon Wealth Partners Inc. and Eight Capital (collectively with the Lead Agents, the “Agents”).
As portion of the Supplying, the Agents have been granted an more than-allotment solution (the “Over-Allotment Option”) for up to 30 days soon after the closing of the Supplying, exercisable, in entire or in portion at any time and from time to time, to raise the size of the Supplying by up to 15% in Debenture Units (and/or the elements thereof) on the exact same terms and circumstances of the Supplying. Pursuant to the Supplying, the Business is pleased to announce extra gross proceeds of $850,000 from the partial physical exercise of the More than-Allotment Selection, representing an extra 850 Debenture Units issued currently by the Business. The Agents may perhaps from time to time for a period of 30 days as of currently physical exercise the remaining or portion of the More than-Allotment Selection to cover more than-allotments and for market place stabilization purposes.
The net proceeds received by the Business from the Supplying are intended to be utilized for: (a) advancing and supporting the continued launch of its Brand Partners’ items into the Nevada market place (b) operating capital and basic corporate purposes and (c) initial exploratory charges connected with the Company’s market place entry plans for California.
Each and every Debenture Unit consists of 1 9.five% unsecured convertible debenture (the “Convertible Debentures”) maturing 3 years from the date of issuance and 666 popular share buy warrants of the Business (the “Warrants”). Each and every Warrant shall entitle the holder thereof to buy 1 popular share in the capital of the Business (each and every, a “Common Share”) at an physical exercise cost of $1.55 at any time up to November 15, 2022, topic to specific adjustment and acceleration provisions. If, at any time prior to the expiry date of the Warrants, the volume weighted typical trading cost of the Widespread Shares on the Canadian Securities Exchange (the “CSE”), or other principal exchange on which the Widespread Shares are listed, is higher than $three.10 for 20 consecutive trading days, the Business may perhaps provide a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice.
The Convertible Debentures shall bear interest at a price of 9.five% per annum from the date of challenge, payable semi-annually in arrears on the final day of June and December in each and every year and will have a maturity 36 months from the date of issuance (the “Maturity Date”). The principal quantity of each and every Convertible Debenture shall be convertible, for no extra consideration, into Widespread Shares at the solution of the holder at any time prior to the earlier of: (i) the close of business enterprise on the Maturity Date, and (ii) the business enterprise day promptly preceding the date specified by the Business for redemption of the Convertible Debentures upon a modify of handle at a conversion cost equal to $1.50 (the “Conversion Price”), topic to a mandatory conversion privilege. If the holder elects to convert the Convertible Debentures soon after January 15, 2020, then the holder will also get the Successful Interest (as defined herein), payable in money or Widespread Shares at a cost equal to the every day volume weighted typical trading cost of the Widespread Shares on the CSE for the consecutive 20 trading days preceding the date of such election, or a mixture of money and Widespread Shares, at the Company’s solution. The helpful interest (“Effective Interest”) is an quantity equal to the interest that the holder would have received if the holder had held the Convertible Debentures till the Maturity Date.
Pursuant to the terms of the Agency Agreement, the Business paid the Agents a money commission equal to six.% of the gross proceeds of the Supplying, and issued to the Agents 972,027 non-transferable warrants (the “Broker Warrants”) of the Business, each and every such Broker Warrant exercisable into a Widespread Share at an physical exercise cost equal to the Conversion Cost at any time up to November 15, 2022.
The Convertible Debentures and the Warrants have been authorized for listing with the CSE below symbols “FONE.DB.A” and “FONE.WT.A”, respectively and are anticipated to commence trading as of November 18, 2019.
Neither the Debentures Units (and the Convertible Debentures and the Warrants forming portion of the Debenture Units) have been or will be registered below the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and such securities may perhaps consequently not be presented or sold in the United States or to or for the account or advantage of a particular person in the United States or a U.S. Individual (as defined in Regulation S of the U.S. Securities Act) absent registration or an applicable exemption from the registration specifications of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an provide to sell or the solicitation of an provide to get nor shall there be any sale of the Debenture Units in any jurisdiction in which such provide, solicitation or sale would be unlawful.
About Flower A single Holdings Inc.
Flower A single is the biggest cannabis cultivator, producer, and complete-service brand fulfillment companion in the state of Nevada. By combining much more than 20 years of greenhouse operational excellence with finest-in-class cannabis operators, Flower A single presents constant, trusted, and scalable fulfillment to a expanding quantity of market-major cannabis brands. Flower One’s flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is utilized for huge scale cannabis cultivation, processing, and manufacturing. Flower A single also owns and operates a second production facility in Las Vegas, with 25,000 square-feet of indoor cultivation and a industrial kitchen that will generate various of the nation’s leading-performing edible and beverage brands. Flower A single produces a wide variety of items ranging from wholesale flower, complete-spectrum oils, and distillates to completed customer packaged goods which includes flower, pre-rolls, concentrates, edibles, beverages, and topicals for the leading-performing brands in cannabis.
The Company’s popular shares are traded on the Canadian Securities Exchange below the Company’s symbol “FONE” and in the United States on the OTCQX Finest Marketplace below the symbol “FLOOF”. For much more info, take a look at: https://flowerone.com.
Original press release
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