TORONTO, Jan. 10, 2018 /CNW/ - Fire Cannabis Inc. (doing business as SLANG WORLDWIDE) (the "Company" or "SLANG") is pleased to announce that it has secured strategic relationships with three of the world's leading Cannabis businesses—Green House Seed Company, Organa Brands and one of the largest cannabis companies in the world. Concurrently, the Company has appointed Canaccord Genuity Corp. to be the lead agent and sole bookrunner, together with Clarus Securities Inc. (collectively, the "Agents"), in connection with a private placement of up to 20,000,000 special warrants (the "Special Warrants") at an issue price of $0.75 per Special Warrant for aggregate gross proceeds of up to $15 million (the "Offering"). PowerOne Capital Markets Ltd. has been appointed as a special advisor to the Company.
"We believe that the cannabis industry will face significant pricing pressure in markets around the world as competition intensifies and licensed capacity increases. In this environment, offering products tied to trusted, authentic brands, sold through strong distribution networks, will be the differentiating factor between successful and unsuccessful companies. SLANG is pairing the industry's strongest brands with the industry's best distribution networks," adds Peter Miller, SLANG's Founder, Chairman and President.
STRATEGIC ALIGNMENT WITH THREE OF THE WORLD'S LEADING CANNABIS COMPANIES:
- SLANG has entered into a binding letter of intent for an exclusive licensing arrangement (the "Green House Transaction") with Green House Seed Company's North American affiliate. Under the proposed arrangement, SLANG will have exclusive rights to introduce Green House Seed Co. and Strain Hunters brands and products to the US market. The Green House Transaction is expected to be completed in January 2018.
- SLANG has entered into a binding letter of intent to form a joint venture with Organa Brands, one of North America's largest cannabis extract and vape pen companies (the "OB Transaction"). Upon being formalized, it is anticipated that the joint venture will acquire and develop established US-based regional cannabis brands. Target brands will be deployed through Organa Brand's national distribution network of 1,200+ dispensaries in 12 states. The proposed joint venture is anticipated to be formalized in January 2018.
- SLANG has entered into a conditional collaboration and corresponding warrant agreement with one of the largest cannabis companies in the world pursuant to which SLANG may collaborate on certain initiatives in the United States and may receive equity investment, conditional on, among other things, cannabis becoming federally legal in the United States. Until such regulatory change is in effect, the warrant is not exercisable and the collaboration agreement is not in effect.
"The SLANG WORLDWIDE team continues to execute on our strategy and is positioned to become a global house of cannabis brands, serving legal cannabis markets around the world. We've leveraged our long-fostered relationships in the cannabis Industry to attract world-class management and board members. These relationships have given SLANG the opportunity to align itself with three of the world's leading cannabis companies: Green House Seed Company, Organa Brands, and one of the largest cannabis companies in the world.," said SLANG Founder and Director Billy Levy. "We are actively engaged with other key international targets and the $15 million private placement will allow us to rapidly accelerate our strategy and capitalize on opportunities in our pipeline."
$15M BROKERED PRIVATE PLACEMENT:
The Offering is comprised of the issuance of up to 20,000,000 Special Warrants at a price of $0.75 per Special Warrant for aggregate gross proceeds of up to $15,000,000.
Each Special Warrant shall automatically be exercised (without payment of any further consideration and subject to customary anti-dilution adjustments) into one unit (a "Unit"), each Unit comprised of one common share (a "Unit Share") and one half (1/2) of one common share purchase warrant of the Company (each whole warrant, a "Warrant") on the date (the "Automatic Exercise Date") that is the earlier of: (i) the date that is three business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in Canada (the "Securities Commissions") for a (final) long form prospectus qualifying the distribution of the Units (the "Qualification Prospectus"), and (ii) the date that is 150 days following the Closing Date (as defined herein).
Each Warrant will entitle the holder to acquire one common share in the capital of the Company at an exercise price of $1.15 for a period of two years following the date on which the Company completes a go public or liquidity event (the "Liquidity Date"). The Warrants will be subject to an accelerated expiry in the event that the closing price of the common shares of the Company trade above $1.75 for 20 consecutive trading days following the Liquidity Date.
If the Automatic Exercise Date has not occurred prior to the date that is 120 days following the Closing Date, each Special Warrant shall entitle the holder upon exercise thereof to receive 1.10 Units (comprised of 1.10 Unit Shares and 0.55 Warrants).
If the Automatic Exercise Date has not occurred prior to the date that is 150 days following the Closing Date, each Special Warrant shall entitle the holder upon exercise thereof to receive 1.20 Units (comprised of 1.20 Unit Shares and 0.60 Warrants).
The Agents will have the option to arrange for the sale of up to an additional 15% of the Special Warrants sold pursuant to the Offering, exercisable up to 48 hours prior to closing of the Offering.
The closing of the Offering is anticipated to occur on or about February 8, 2018 (the "Closing Date"), and is subject to the receipt of all necessary corporate and regulatory approvals.
SLANG is a Toronto-based company consolidating brands along the regulated supply chain in the global cannabis market—building a world class portfolio of assets. The Company is focused on acquiring and developing market-proven, regional brands, as well as creating new brands to meet the needs of cannabis consumers worldwide. For more information visit www.slangworldwide.co
About Green House Brands
Green House Brands is bringing the most awarded and recognized cannabis brand in the world to the North American market. Established in 1985 in Amsterdam, the Green House Brands portfolio includes five leading marijuana businesses — Strain Hunters, Green House Seed Co., Green House Feeding, Green House Coffee shops & King of Cannabis — as seen on VICE & National Geographic. Green House assets have won the company numerous accolades, including over 40 High Times Cannabis Cups and 200+ awards for top genetics, establishing the company's leadership in the global cannabis industry. Green House was a pioneer in the development of the European cannabis coffee shop market, where its Green House Coffee shops in the Netherlands and Strain Hunters Clubs in Spain remain market leaders. As Strain Hunters, the company has been featured in documentary series on HBO and VICE, highlighting its globetrotting journeys to find the rarest landrace strains of cannabis. Green House and Strain Hunters media has over 150M views and has one of the most powerful marketing platforms in the industry. Green House enters the rapidly developing legal North American cannabis markets with all of its enterprises. For more information please visit www.greenhousebrands.com
About Organa Brands
Organa Brands revolutionized the cannabis industry with the introduction of supercritical CO₂ extracted cannabis oil in 2010 and the introduction of the groundbreaking O.penVAPE device in 2012. Today, the company is home to the world's largest consumer cannabis brands. After developing O.penVAPE, Bakked, and Organa Labs into world-class brands with nationwide distribution, the company acquired The Magic Buzz, and entered into a joint venture to form District Edibles. Organa Brands sells one of its products every 4 seconds around the world, and has delivered over one billion puffs through its flagship O.penVAPE line. A brand incubator and pioneer in the cannabis space, Organa Brands utilizes its 12 production facilities in 12 states and Jamaica to manufacture its extensive catalog of products. Organa Brands sells its cannabis products in over 1,200 retail locations with ancillary hardware sold in thousands of retailers globally – making it the largest cannabis-oil-based consumer products company in the United States. Agripharm – a joint venture between Organa Brands, Canopy Growth Corporation (TSX: WEED), and the world-renowned Green House Seed Company – ushers in a new era of international distribution for the three brand powerhouses. Organa Brands is committed to dominating the global cannabis market through the marriage of science and technology, all for the benefit of the consumer. For more information, please visit www.OrganaBrands.com.
This news release includes forward-looking information that is subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward-looking, including statements with respect to the completion and terms of the Offering, the Green House Transaction and the OB Transaction. Although the Company believes the expectations expressed in such forward-looking information are based on reasonable assumptions, such information is not a guarantee of future performance and actual results or developments may differ materially from those contained in forward-looking information. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made and involve significant known and unknown risks, uncertainties and assumptions. A number of factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward- looking. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this news release. Except as required by law, SLANG does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances.
SOURCE SLANG WORLDWIDE
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