Fire & Flower Holdings Corp. (“Fire & Flower” or the “Company“) (TSXV: FAF), today announced the closing of its previously announced bought deal private placement (the “Private Placement“) of 27,188 convertible debenture units (the “Units“) at a price of $1,000 per Unit for aggregate gross proceeds of $27,188,000. Each Unit is comprised of one $1,000 principal amount unsecured convertible debenture (a “Convertible Debenture“) and 278 common share purchase warrants (each, a “Warrant“). Each Warrant entitles the holder thereof to purchase one common share in the capital of the Company (a “Warrant Share“) for a period of 24 months following the closing of the Private Placement at an exercise price of $1.45 per Warrant Share.
“With the recent re-opening of cannabis retail licensing in Alberta, being able to accelerate store build-outs is key” shared Trevor Fencott, Fire & Flower’s Chief Executive Officer. “Access to capital is critical to success in a growth industry, and this financing clearly puts Fire & Flower in a position to capitalize on market opportunities as they emerge.”
The Private Placement was underwritten by a syndicate of underwriters, led by Eight Capital and GMP Securities L.P. and including AltaCorp Capital Inc., Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (collectively, the “Underwriters“).
The Convertible Debentures bear interest at an annual rate of 8.00% payable in arrears in equal installments semi-annually. The Convertible Debentures mature on June 26, 2020 (the “Maturity Date“). The principal amount of Convertible Debenture and accrued and unpaid interest thereon will be convertible at the holder’s option into common shares of the Company (the “Conversion Shares“) at any time prior to the earlier of: (a) the close of business on the business day immediately preceding the Maturity Date; and (b) the date fixed for redemption (as set out in the Debenture Indenture (as defined below)). The conversion price for the principal amount of Convertible Debentures is $1.20 per Conversion Share. The conversion price for the accrued and unpaid interest is the greater of (a) $1.20; and (b) the Market Price (as defined in the policies of the TSX Venture Exchange) on the date of conversion, per Conversion Share. The conversion of the Convertible Debentures is subject to adjustment in certain events as described in a debenture indenture dated as of June 26, 2019 entered into between the Company and Computershare Trust Company of Canada (the “Debenture Indenture“).
In connection with the Private Placement, Fire & Flower has paid the Underwriters aggregate cash consideration of $1,476,420. As additional consideration, the Underwriters have received 1,355,350 compensation options (“Compensation Options“) in connection with the Private Placement. Each Compensation Option is exercisable for one common share of the Company at a price of $1.20 per share until June 26, 2021.
The net proceeds of the Private Placement will be used for working capital and general corporate purposes, including to grow the Company’s proprietary Hifyre digital platform.
Certain directors and officers of the Company participated in the Private Placement and purchased an aggregate of 150 Units. Such participation constitutes a related-party transaction under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved related parties, exceeded 25% of the Company’s market capitalization as determined under MI 61-101.
SOURCE Fire & Flower Holdings Corp.
Digipath CEO Todd Denkin Interviewed by CEO Roadshow
Digipath, Inc. (OTCQB: DIGP) (“DIGP” or the “Company”), a service-oriented independent testing laboratory, data analytics and formulation firm focused on the developing cannabis and hemp markets, is pleased to announce that Company CEO Todd Denkin was recently interviewed by CEO Roadshow with veteran journalist Mike Elliott.
In this interview, Denkin discusses the Company’s recent provisional patent applications involving terpene technology. He also discusses Digipath’s newest business unit, GroSciences and the molecular assay it has developed to distinguish hemp from drug-type cannabis, and the status of the Company’s expansion into Colombia.
“It’s always a pleasure to sit down with Mr. Elliott, who is a true professional with a significant following,” stated Todd Denkin, CEO, Digipath Inc. “In this interview we covered some of the more exciting things happening for Digipath and its shareholders. “Please take a moment to listen to the interview at http://ceoroadshow.com/digipath-interview/,” added Denkin.
SOURCE Digipath, Inc.
Vireo Health Launches New York’s First Same-Day Marijuana Delivery Service
Vireo Health of New York (“Vireo” or the “Company”), a subsidiary of Vireo Health International (CSE: VREO), a leading physician-led, science-focused multi-state cannabis company, today announced that patients living in the New York City metro area, Westchester County, and Nassau County now have access to free, same-day marijuana delivery.
Launched in April 2017, Vireo’s medical marijuana home delivery service has rapidly expanded. Since its inception, the Company has made more than 25,000 home deliveries to patients. With over 1,000 Google reviews with an average 4.9 out of 5 star rating, it is now the first company in New York to offer a free same-day delivery option.
“Our same-day home delivery service is designed to match the convenience that New Yorkers have become accustomed to in the era of Amazon, Uber and Seamless,” said Founder and Chief Executive Officer, Kyle Kingsley, M.D. “The growing popularity of our home delivery service has allowed us to achieve the economies of scale necessary to offer same-day delivery throughout the Greater New York City area.”
Vireo’s home delivery service was designed by a team of security experts, pharmacists, and health-care providers. “As a physician-led company, our goal is to provide safe and effective products in a trusted and supportive environment, and nothing is safer than one’s own home. We want to ensure that all our patients do not feel stigmatized and can receive the highest quality service and products with the convenience they deserve,” said Stephen Dahmer, M.D., Chief Medical Officer of Vireo Health.
Patients who place orders by 12:00 p.m. EDT will be eligible to receive free same-day delivery. Payment for deliveries can be made using CanPay, a cannabis debit payment app available on iPhone and Android devices. More information is available online at www.vireohealth.com/ny/delivery.
SOURCE Vireo Health International, Inc.
Choom Announces Warrant Extension
Vancouver-based cannabis brand Choom (CSE: CHOO; OTCQB: CHOOF) has amended the expiry date of 2,352,500 outstanding share purchase warrants that were issued pursuant to a private placement completed in February 2018 (the “2018 Warrants”). Each 2018 Warrant currently entitles the holder to purchase one common share (a “Common Share”) in the capital of the Company at a price of $0.75 per Common Share at any time prior to 5:00 p.m. (Vancouver Time) on August 6, 2019 (the “2018 Warrant Expiry Date”). Subject to Canadian Securities Exchange approval, the 2018 Warrant Expiry Date will be extended to August 6, 2020. All other terms of the 2018 Warrants will remain the same.
Say hello to Choom
Choom is an emerging adult use cannabis company whose mission is to establish one of the largest retail networks in Canada. The Choom brand is inspired by Hawaii’s “Choom Gang”—a group of buddies in Honolulu during the 1970’s who loved to smoke weed—or as the locals called it, “Choom”. Evoking the spirit of the original Choom Gang, our brand caters to the Canadian adult use market with the ethos of ‘cultivating good times’. Choom is focused on delivering an elevated customer experience through our curated retail environments, offering a diversity of brands for Canadians across a national retail network.
President & CEO
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release contains forward-looking information relating to the Company’s proposed activities and other statements that are not historical facts. Forward-looking information relates to management’s future outlook and anticipated events or results and include statements or information regarding the future plans or prospects of the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. These factors include risks and uncertainties associated with or arising as a result of delays in obtaining or an inability to obtain required regulatory approvals, access to sufficient quantities of cannabis, the results of diligence investigations, the actions of third parties, the results of negotiations with third parties, developments in the cannabis sector, the ability to access sufficient capital from internal and external sources, reliance on key personnel, regulatory risks and delays and other risks and uncertainties discussed in the management discussion and analysis section of the Company’s interim and most recent annual financial statement or other reports and filings, including those made with the CSE and applicable Canadian securities regulators. There can be no assurance that such forward looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information.
SOURCE Choom Holdings Inc.
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