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SLANG Worldwide Announces $50 Million Subscription Receipt Financing in Connection with Proposed Strategic Transactions and Going Public Event

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SLANG Worldwide Announces $50 Million Subscription Receipt Financing in Connection with Proposed Strategic Transactions and Going Public Event

Canada NewsWire

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TORONTO, July 20, 2018 /CNW/ - Fire Cannabis Inc. (doing business as SLANG Worldwide) (the "Company" or "SLANG") is pleased to announce that the Company has engaged Canaccord Genuity Corp. ("Canaccord Genuity") and Clarus Securities Inc. as co-lead agents and co-bookrunners on behalf of a syndicate of agents, including GMP Securities L.P. and Paradigm Capital Inc. (collectively, the "Agents") in connection with a best efforts private placement offering of subscription receipts (the "Subscription Receipts") at a price of $1.50 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to $50,000,000 (the "Offering"). PowerOne Capital Markets Ltd. and XIB Financial are acting as special advisors to the Company in connection with the Offering.

The net proceeds from the Offering will be applied to fuel the Company's growth as it pursues investment and M&A opportunities for strategic cannabis consumer packaged goods and distribution-related assets. A portion of the net proceeds will also be used to satisfy the cash consideration payable in connection with the Organa Brands Transaction and Firefly Transaction (each as defined herein).

Further details relating to the Subscription Receipts and the Offering are set out below.

CORPORATE UPDATE

SLANG is proposing to complete a series of transactions with the aim of cementing its position as an operator of some of the world's best cannabis brands and distribution assets. The proposed addition of these assets to SLANG's industry-leading platform will significantly advance the Company's strategy of pairing a leading brand portfolio with the world's most extensive distribution network.

Already strategically aligned with three of the largest and most recognized cannabis companies in the world (Organa Brands, Canopy Growth Corporation, and Green House Brands), SLANG has gone a step further to deepen these relationships and has entered into a letter of intent with respect to the proposed acquisition of National Concessions Group, Inc. d/b/a Organa Brands ("Organa Brands" ) (the "Organa Brands Transaction") which will bring the Organa Brands brand portfolio, distribution organization and management under the SLANG umbrella. 

"We're proud to be building a company with real, seasoned operators like the team at Organa Brands. Organa Brands was one of the early pioneers in the space, and their ability to successfully launch brands across multiple markets in the United States is unmatched," said SLANG Co-founder and Director, Billy Levy.

SLANG is also seeking to increase its international footprint, having executed a letter of intent to enter into a strategic partnership that will encompass a licensing and distribution arrangement with Canadian licensed producer Agripharm Corp. ("Agripharm") (a joint venture between Canopy Growth Corporation, Organa Brands, and Green House Seed Co.) (the "Agripharm Transaction"). Upon completion of the Agripharm Transaction, it is intended that Agripharm will produce products for SLANG's portfolio of brands and may distribute them into Canada and international markets, including Europe, South America, Africa, and Australia where such distribution is legal.

The combined existing distribution capabilities of Organa Brands and Agripharm will provide the foundation for a nimble platform that will allow SLANG to quickly deploy brands, and understand consumer preferences, across multiple major markets around the world.

In a rapidly evolving market rife with product and category innovation, the net proceeds of the Offering will significantly amplify SLANG's product portfolio, providing shareholders exposure to major product verticals. In addition to the brands proposed to be acquired through the Organa Brands Transaction. SLANG has entered into a letter of intent to acquire NWT Holdings, LLC d/b/a Firefly ("Firefly") (the "Firefly Transaction"), a leading premium vaporizer company, and has been granted an exclusive right of first refusal to license the historic Green House Brands portfolio of IP for use in the United States.

"As entrepreneurs, innovators, and cultural observers, we've seen an incredible evolution take place within the legal cannabis industry," said Peter Miller, SLANG Co-founder and President. "We believe that we are uniquely positioned for success at a key inflection point for the evolving regulatory environment, capital markets and culture that drives the cannabis industry. Brands, distribution, and management proficiency will determine success; in these areas, we believe that SLANG is unmatched."

SUMMARY OF TRANSACTIONS

  • Organa Brands Transaction: SLANG, Organa Brands and each of the shareholders of Organa Brands have entered into a letter of intent in connection with the proposed acquisition of Organa Brands for cash and share consideration. The Organa Brands Transaction pairs some of the industry's leading brands with widespread distribution and will help create one of the largest cannabis companies in the world. Organa Brands is a leading US Cannabis company, with distribution in 10 states. Selling one of its products every four seconds, its brands can be found in over 1,500 stores in the U.S. and Jamaica.

  • Firefly Transaction: SLANG has signed a letter of intent to acquire 100% of Firefly, a leading vaporizer technology and hardware company for cash and share consideration. Using world-class technology and design to deliver the best portable vaporizer experiences for lovers of flower and concentrates, Firefly products, including the Firefly 2, can be found today in over 2,500 stores across 14 countries. Upon completion of the Firefly Transaction, SLANG will be poised to release the next generation of Firefly devices, and distribute them across SLANG's expansive distribution platform.

  • Agripharm Transaction: SLANG and Agripharm have entered into a letter of intent with respect to a proposed strategic partnership pursuant to which Agripharm will manufacture and distribute brands within the SLANG portfolio, and distribute them throughout its distribution channels. Agripharm is a vertically integrated, fully-licensed Canadian licensed producer that is operated as a joint venture between Canopy Growth Corporation, Green House Brands North America and Organa Brands.

  • Green House Brands Licensing Arrangement: SLANG and Green House Brands have entered into a licensing arrangement, pursuant to which SLANG has an exclusive right of first refusal to introduce Green House Brands' portfolio of IP to the U.S. market. Established in 1985, the Green House Brands portfolio includes five leading cannabis businesses: Strain Hunters, Green House Seed Co., Green House Feeding, Green House Coffee Shops, and King of Cannabis—as seen on VICE and National Geographic. The winner of over 40 High Times Cannabis Cups, Green House has long been regarded as the pioneer of world-class genetics and cannabis brands.

SUBSCRIPTION RECEIPT FINANCING

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among SLANG, Canaccord Genuity and Clarus Securities Inc. and a subscription receipt agent (the "Subscription Receipt Agent"). Upon satisfaction of certain Escrow Release Conditions (as described below), each Subscription Receipt will be automatically converted without any further consideration or action by the holder thereof into one unit of the Company, comprised of one common share of the Company (a "SLANG Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable into one SLANG Share at an exercise price of C$2.25 for a period of 24 months commencing on the date that the SLANG Shares are listed on a recognized Canadian stock exchange (the "Exchange"), subject to acceleration in the event the closing price of the SLANG Shares is equal to or greater than C$3.50 per share for 10 consecutive trading days on the Exchange.

The gross proceeds of the Offering (less the expenses of the Agents and 50% of the cash commission payable to the Agents) will be delivered to and held by the Subscription Receipt Agent in an interest bearing account (the "Escrowed Funds"). The remaining 50% of the cash commission payable to the Agents (plus any pro rata portion of accrued interest earned thereon) will be released from escrow to the Agents out of the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to SLANG upon satisfaction of the following conditions (together, the "Escrow Release Conditions") on or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing of the Offering (the "Escrow Release Deadline"):

(A)   

the Company obtaining a receipt for a final prospectus (the "Prospectus") from the securities regulatory authorities in each of the Canadian jurisdictions in which the Subscription Receipts are sold;



(B)    

the completion or the satisfaction or waiver of all conditions precedent to the: (i) Organa Brands Transaction; and (ii) Firefly Transaction, in each case in accordance with the definitive agreement governing such transactions and, to the satisfaction of Canaccord Genuity;



(C)    

the receipt of all required shareholder and regulatory approvals in connection with the Prospectus and the conditional approval of the Exchange for the listing of the SLANG Shares; and



(D)   

the Company and Canaccord Genuity having delivered a joint notice and direction to the Subscription Receipt Agent, confirming that the conditions set forth in (A) to (C) above have been met or waived.

 

If: (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline; or (ii) prior to the Escrow Release Deadline the Company advises Canaccord Genuity or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Escrowed Funds (plus accrued interest earned thereon) shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds (plus accrued interest) are not sufficient to refund the aggregate Issue Price paid by the holders of the Subscription Receipts, the Company shall be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The Offering is expected to close on or about the week of August 20, 2018. The Subscription Receipts will be subject to an indefinite hold period under Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About SLANG Worldwide

SLANG is a Toronto-based company consolidating brands along the regulated supply chain in the global cannabis industry, 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 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 some of 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 an interest in, and exclusive distribution rights for, 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 pioneer in the cannabis space, Organa Brands products are available in 10 states and Jamaica. Organa Brands' products are sold in over 1,500 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. For more information, please visit www.OrganaBrands.com.

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 Agripharm

Agripharm Corp. is an ACMPR-licensed, 20,000 sq. ft. indoor growing facility based in Creemore, Ontario. The company is operated through a joint venture between Canopy Growth Corporation, Green House Holdings North America Inc. (Strainhunters, Green House Seed Co., King of Cannabis, and GH Medical), and Organa Brands (O.penVAPE, Magic Buzz, Bakked, and District Edibles).

About Firefly

Launched in 2013, Firefly develops premium portable vaporizers powered by world-class technology. The brands Firefly 2 vaporizer is widely considered to be one of the leading premium dry herb vaporizers on the market and can be found today in over 2,500 stores across 14 countries. Firefly's dynamic convection technology delivers rich, flavorful vapor in seconds and celebrates your flowers and concentrates at their freshest. For more information, visit www.thefirefly.com/.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information that is subject to risks and uncertainties. All statements herein, 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 Organa Brands Transaction, the Firefly Transaction, the Agripharm Transaction (collectively, the "Proposed Transactions"), the satisfaction or waiver of the Escrow Release Conditions, including the listing of the SLANG Shares on the Exchange and the use of proceeds of the Offering. 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, including among other things, the risk that the Offering and the Proposed Transactions may not be completed or that the ultimate terms of the Proposed Transactions may differ from the statements contemplated herein, that the Escrow Release Conditions may not be met and that the requisite regulatory and stock exchange approvals and clearances will not be obtained. The terms and conditions of the Proposed Transactions may change based on, among other things, the receipt of tax, corporate and securities law advice. 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 statements. 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. Readers are cautioned not to place undue reliance on forward-looking information. 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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