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Combination Will Create A Five Market, Dual Border Cannabis Company With Intentions To Grow Using Proven Acquisition And Integration Program
Calgary, Alberta & Denver, Colorado--(Newsfile Corp. - April 18, 2022) - Fiore Cannabis Ltd. (CSE: FIOR) (OTCQB: FIORF) ("Fiore") today announced it has signed a definitive agreement (the "Agreement") with Unified Group Inc. ("Unified Spinco"), a spin out entity of Unified Global CO Inc. ("Unified"), to acquire all of the issued and outstanding shares of Unified Spinco (the "Transaction") with the intention of expanding Fiore's current operations to become a five-market Canadian-American Multi-State Operator (Can-Am MSO). This Transaction enables a powerhouse platform for consolidating profitable operators with enhanced opportunities for investors, entrepreneurs and stakeholders.
Pursuant to the Agreement, Fiore will acquire Unified Spinco from its current shareholders in an all-share transaction valued at US$1.0 million (which is the equivalent of C$1,220,000 as of the date of the execution of the Agreement) (the "Purchase Price"). The Purchase Price will be satisfied by Fiore through the issuance of 24,400,000 common shares ("Fiore Shares") in the capital of Fiore at a deemed price of C$0.05. The Transaction will be completed by way of a Colorado triangular merger pursuant to which Unified Spinco will merge with Unified Fiore Inc., a wholly owned Colorado subsidiary of Fiore, under the laws of the state of Colorado to form a merged entity which will hold all of the assets of Unified Spinco ("Unified-Fiore Mergerco"). On completion of the Transaction, the existing shareholders of Unified Spinco will become shareholders of Fiore holding aggregately 24,400,000 Fiore Shares, representing approximately 13.53% of the then outstanding Fiore Shares on a non-diluted basis. There are no finder's fees payable in connection with the Transaction and Fiore is not assuming any long term debt of Unified Spinco.
As part of the Agreement, Fiore will benefit from a US$1.5 million financing (the "Financing") of a convertible debenture (the "Convertible Debenture") that has been arranged with the assistance of Unified. The Convertible Debenture bears interest at a rate of 12% per annum, has an eighteen (18) month term, is secured by 1% of Fiore's revenues and will accrue and be paid quarterly or the date the entire principal amount is converted. The Convertible Debenture will be convertible, any time prior to maturity and in full, into Fiore Shares at the conversion price equal to US$0.10 per share, subject to adjustment, including capital adjustments and reorganizations. Payment of the principal and interest, subject to the right of conversion, shall occur on maturity of the Convertible Debenture.
Fiore expects to use a portion of the net proceeds from the Financing to pay the cost of the Cannabis Assets (as described below). Fiore expects to use the remaining net proceeds for working capital and other general corporate purposes, including the repayment of select payables.
The purpose of the Transaction is for Fiore to acquire certain letters of intent, brands and intellectual property, and leadership talent ("Cannabis Assets") held by Unified Spinco, which will allow Fiore to potentially acquire up to 41 retail cannabis locations and three cultivation operations in Colorado, Oregon and Alberta, and to combine its current operations in Nevada and California with those acquired entities. The entities to be acquired under the Cannabis Assets will be acquired by Fiore in exchange for cash, Fiore Shares or both, which may result in the issuance of additional Fiore Shares, which number of Fiore Shares has not yet been determined.
Effective April 18, 2022, Erik Anderson will resign from the board of directors of Fiore. To provide assistance to Fiore, and to bring the strength of Unified's M&A and operations team, brand, deal flow, marketing assets and culture, Unified's CEO and Executive Chairman, Paul Lufkin, will fill the vacancy created by Mr. Andeson's resignation and has joined the Fiore board of directors. On the closing of the Transaction, Mr. Lufkin will become the President and Executive Chairman of Unified-Fiore Mergerco. Scott Berman has also today joined the Fiore board of directors and will be an independent director for securities law purposes.
Paul Lufkin is the current CEO and Executive Chairman of Unified and an M&A and finance professional with a specialty in small business consolidations. As a Canadian who has lived in Colorado through cannabis legalization while developing a strong brand in that market, Paul is able to bring unique perspectives to support the Canadian market as it becomes more profitable and share Canadian scalability experiences to the US markets as they consolidate.
Scott Berman is the President of Panther Group, a cannabis advisory and venture capital firm. A cannabis operator-turned-venture capitalist, Scott has operated or invested in 35 diverse cannabis companies since 2014. Scott is joining the Fiore board as an independent director.
"I'm excited for Fiore to acquire the Cannabis Assets and to bring on Paul Lufkin who will lead Unified's talented team with over 100 combined years of cannabis experience," said Erik Anderson, Fiore's President and CEO. "The Transaction will enable us to accelerate our growth plans and add additional attractive markets to our operations. Consolidating Fiore's operations with the acquisition of Unified's Cannabis Assets is the best move for our company and for our investors as we immediately gain expansion capabilities. We will have the opportunity to maximize our unique position in a crowded cannabis space."
"We're proud to bring 'The Unified Vibe,' our acquisition structure and our cannabis-centric culture to Fiore," said Paul Lufkin, Unified's Executive Chairman. "Unified has built out an amazing acquisition program and integration infrastructure and is currently working with a US$200 million pipeline of M&A opportunities. Our team is ready to hit the ground running to expand into Fiore's current markets, build out the combined company in all five key markets, and help stakeholders and investors accelerate their liquidity options."
In addition to the payment of the Purchase Price, under the Agreement existing Unified Spinco shareholders are entitled to certain earnouts upon the acquisition of the entities under the Cannabis Assets. Assuming that the transactions contemplated by the Cannabis Assets are completed, existing Unified Spinco shareholders may become entitled to additional Fiore Shares, as described in the Agreement. There is no assurance that all, or any, of the transactions contemplated by the Cannabis Assets will be completed, or on the terms set out in the Cannabis Assets.
A copy of the Agreement has been filed under Fiore's SEDAR profile.
About Fiore Cannabis
Fiore Cannabis Ltd. (CSE: FIOR) (OTCQB: FIORF) is a publicly traded company that has been investing in the development of recreational and medical cannabis products since 2014. Fiore has expanded its operations to include cultivation, production and retail offerings in the key North American legal jurisdictions of Nevada and California. Fiore's portfolio of brands caters to diverse consumer and patient experiences, with brands and products that address recreational, medical, wellness as well as new consumer experience preferences. Current brands include Fiore Cannabis, Diamante Labs, Surfer and The Weekender. Fiore operates retail cannabis outlets through its Green Leaf Wellness brand.
About Unified Global
Unified Global intends to become a vertically integrated Canadian-American Multi-State Operator (Can-Am MSO) by acquiring and consolidating cannabis operations in various mature cannabis markets. Unified is led by an experienced team with significant cannabis operating expertise from the U.S. and Canada.
Erik Anderson, President and CEO
(877) 438-5448 Ext. 713
Paul Lufkin, Chairman
(888) 881-6572 Ext. 200
This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained in this press release includes, without limitation, and among other things, the terms of the Agreement, the expectations regarding operations, financial condition and future performance of Fiore upon completion of the Transaction, the anticipated use of the net proceeds of the Financing, the terms of the Cannabis Assets and Fiore's ability to close the transactions contemplated thereunder, the number of Fiore Shares which may be issued to current shareholders of Unified Spinco and the Convertible Debentureholder, the ability of Fiore to continue its operations as described, expected financial results of Fiore in the event the transactions under the Cannabis Assets are completed in full, and Fiore's expectations regarding its ability to operate and emerge from the COVID-19 pandemic.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including the inability or failure of Fiore to execute its business and strategic plans as contemplated or at all, changes in national or regional economic, legal, regulatory and competitive conditions and a resurgence in the COVID-19 pandemic.
Other risk factors include: the risks resulting from investing in the US marijuana industry, which may be legal under certain state and local laws but is currently illegal under U.S. federal law; the risks of investing in securities of private companies to be acquired under the Cannabis Assets which may limit Fiore's ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of Fiore to service its debt, including the Convertible Debenture; Fiore's ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in Fiore's current MD&A, which has been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. Fiore undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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