Acquisition of Securities of Fire & Flower Holdings Corp.

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Toronto, Ontario–(Newsfile Corp. – December 2, 2020) – On December 1, pursuant to an arm’s length share purchase agreement (the “Share Purchase Agreement“), Fire & Flower Holdings Corp. (“FAF“) acquired all of the outstanding shares of Friendly Stranger Holdings Corp. (“FSHC“) from FSHC’s shareholders including Green Acre Capital Fund II (Canada) LP, Green Acre Capital Fund II (Listed) LP and Green Acre Capital Fund II (Non-Resident) LP (collectively, the “Green Acre Entities“) in exchange for common shares of FAF.

Prior to the closing of the transaction contemplated by the Share Purchase Agreement, the Green Acre Entities held convertible debentures of FAF in the principal amount of $8,000,000 (the “Convertible Debentures“) which are convertible into 16,000,000 common shares of FAF at a price of $0.50 per share representing 7% of the outstanding common shares of FAF (including the common shares to be issued upon conversion of the Convertible Debentures). Pursuant to the terms of the Share Purchase Agreement, the Green Acre Entities have acquired control of an aggregate of 14,852,830 common shares of FAF at a deemed value of $0.8034 per share representing 7% of the outstanding shares and, upon conversion of the Convertible Debentures, the Green Acre entities will control an aggregate of 30,852,830 common shares of FAF representing 13.6% of the outstanding common shares of FAF (including the common shares to be issued upon conversion of the Convertible Debentures).

The Green Acre Entities acquired the securities for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of FAF through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.

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The Green Acre Entities’ head office is located at 2 Bloor St. W., Suite 1805, Toronto, Ontario, M4W 3E2. GA is formed under the province of Ontario and its principal business is investments. A copy of the Early Warning Report will appear under the profile of FAF on the SEDAR website at www.sedar.com. FAF’s head office is located at 130 King Street West, Suite 2500, Toronto, Ontario, M5X 1C8.

For further information or to obtain a copy of the Early Warning Report, please contact: Matt Shalhoub, 416-639-9690 or [email protected].

Cautionary Statements:

Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Resulting Issuer’s intended name change. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical and recreational marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the marijuana industry in the United States, income tax and regulatory matters; the ability of the Resulting Issuer to implement its business strategies; competition; currency and interest rate fluctuations and other risks.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this release is made as of the date hereof and the Resulting Issuer is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.

The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act“), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69421

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