VANCOUVER, British Columbia, June 25, 2019 (GLOBE NEWSWIRE) — Wildflower Brands Inc. (CSE: SUN) (the “Company”) announces that it has completed its two previously announced concurrent private placement financings (the “Offerings”). A total of $4,612,466 was raised through the issuance of a combination of 3,561,202 subscription receipts (“Subscription Receipts”) and 3,534,898 units of the Company. Equity markets have been presenting challenging conditions for cannabis-related businesses recently, but the successful raise of the funds will allow the Company to:
Complete City Cannabis renovations to open two new retail cannabis stores in July 2019. With combined revenues in excess of $1.5 Million in the last month, Wildflower expects to have a solid cash flow base for continued expansion following the closing.
Complete the buildout of its Washington manufacturing facilities for Wildflower Wellness hempCBD-infused products in order to expand production more than tenfold.
Target additional major retail chains following the Company’s successful launch at Dillard’s department store chain this month.
Continue European and other international expansion.
The Offerings were comprised of a brokered offering of Subscription Receipts (the “Brokered Offering”), which was led by Industrial Alliance Securities Inc. (the “Lead Agent”) and Sprott Capital Partners LP by its general partner, Sprott Capital Partners GP (together, the “Agents”), and a non-brokered offering (the “Non-Brokered Offering”) of units (each, a “Non-Brokered Unit”).
The Subscription Receipts were issued pursuant to a subscription receipt agreement dated June 25, 2019, (the “Subscription Receipt Agreement”) between the Company, the Lead Agent and Odyssey Trust Company (“Odyssey”). Each Subscription Receipt is convertible, without additional consideration, into a unit of the Company (each, a “Subscription Unit”) upon completion of the Company’s proposed acquisition of City Cannabis and the satisfaction of the other escrow release conditions (the “Escrow Release Conditions”) set out in the Subscription Receipt Agreement.
Each Subscription Unit and Non-Brokered Unit (together, the “Units”) consists of one common share and one warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one common share in the capital of Wildflower at a price of $0.65 per common share until 24 months after the satisfaction of the Escrow Release Conditions, subject to rights of adjustment and mandatory exercise in certain events, as set out in the warrant indenture governing the Warrants issued under the Brokered Offering and the warrant certificates governing the Warrants issued under the Non-Brokered Offering.
The net proceeds raised in connection with the Brokered Offering, after fees and expenses incurred, and less 50% of the Agents’ Fee (as defined below), have been deposited with Odyssey, as subscription receipt agent. The escrowed proceeds will be held by Odyssey until the Escrow Release Conditions have been satisfied.
In connection with the Offering, the Agents are entitled to receive (i) a cash commission equal to 7% of the aggregate proceeds of the portion of the Brokered Offering sold to subscribers sourced by the Agents, (ii) a cash commission equal to 3% of the aggregate proceeds from subscribers participating in the Non-Brokered Offering (together, the “Agents’ Fee”). The Agents have also received an aggregate number of compensation options (the “Compensation Options”) equal to 7% of the number of Subscription Units issued to subscribers sourced by the Agents, and an aggregate number of Compensation Options equal to 3% of the number of the Non-Brokered Units issued to subscribers participating in the Non-Brokered Offering.
Each Compensation Option entitles the holder to one unit (an “Agents’ Unit”), at an exercise price of $0.65 per Agents’ Unit for a period of 24 months following the date of the satisfaction of the Escrow Release Conditions. Each Agents’ Unit shall be comprised of one common share of the Corporation and one warrant (each, an “Agents’ Warrant”) entitling such holder to purchase one common share in the capital of the Corporation (each, an “Agents’ Warrant Share”), exercisable for a period of 24 months following the date of the satisfaction of the Escrow Release Conditions, at an exercise price of $1.00 per Agents’ Warrant, subject to adjustments in certain circumstances. Upon closing of the Offering, 50% of the Agents’ Fee was paid to the Agents with the remainder to be paid upon satisfaction of the Escrow Release Conditions.
Wildflower Brands is a Vancouver-based company developing and designing brands that focus on plant-based health and wellness products. All of our brands work in synergy toward the goal of becoming a global wellness leader.