Flower One Holdings Inc. (the “Company”) (CSE: FONE) (OTCQX: FLOOF) (FSE: F11), a leading cannabis cultivator, producer and innovator in Nevada, today announced a non-brokered private placement offering (the “Offering”) of up to approximately CDN$10,500,000 (US$7,500,000). The Company expects to close the Offering by April 29, 2020 (the “Closing Date”).
Each unit (each a “Unit” and collectively the “Units”) of the Offering will comprise of one common share in the capital of the Company (each a “Unit Share”) and one-half common share purchase warrant (each a “Warrant “). The Company will offer each Unit at a purchase price of CDN$0.37 per Unit (the “Offering Price”). Net proceeds of the Offering will be used by the Company for general working capital purposes.
Each Warrant will entitle the Investor to acquire one common share in the capital of the Company (each a “Common Share”) at an exercise price of CDN$0.44 (the “Exercise Price”) any time up to 36 months following the Closing Date of the Offering, 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 will be 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 closing of the Offering is subject to certain customary conditions. The Company expects that all of the Investors in the Offering will reside outside of Canada.
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 Units in the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.