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Published on 11/6/2019 in the Prospect News Convertibles Daily.

New Issue: Flower One prices up to C$20 million 9.5% convertible debenture units

By Rebecca Melvin

New York, Nov. 6 – Flower One Holdings Inc. has priced up to C$20 million of convertible debenture units, or 20,000 units, consisting of a 9.5% convertible debenture due 2022 and common share purchase warrants, according to a company news release.

Mackie Research Capital Corp. and Canaccord Genuity Corp. are leading the syndicate of underwriters for the offering, which carries a greenshoe of 15%. The syndicate also includes Industrial Alliance Securities Inc., Haywood Securities Inc., PI Financial Corp., Eight Capital and Echelon Wealth Partners Inc.

Each unit consists of one C$1,000 debenture and 666 common share purchase warrants.

Each warrant entitles the holder to acquire one common share at C$1.55 at any time up to 36 months following the closing date.

The company may accelerate the expiry date of the warrants if the common shares exceed C$3.10 for 20 straight trading days. There is takeover protection at 101% of par.

The proceeds will be used to advance and support the continued launch of its Brand Partners’ products into the Nevada market; for working capital and for general corporate purposes; and to accelerate the company’s market entry plans for California.

Flower One Holdings is a Toronto-based cannabis company.

Issuer:Flower One Holdings Inc.
Securities:Convertible debenture units
Amount:Up to C$20 million
Greenshoe:15%
Maturity:Three years
Lead agents:Mackie Research Capital Corp. and Canaccord Genuity Corp.
Agents:Industrial Alliance Securities Inc., Haywood Securities Inc., PI Financial Corp., Eight Capital, and Echelon Wealth Partners Inc.
Coupon:9.5%
Price:Par of C$1,000
Yield:9.5%
Conversion price:C$1.50 a share
Contingent conversion:Yes, if share price is greater than C$3.10 for 20 consecutive trading days
Change-of-control put:At 101% of par plus accrued interest
Warrants:666 warrants per unit
Warrant expiration:Three years
Strike price:C$1.55
Pricing date:Nov. 5
Stock symbol:CSE: FONE
Stock price:C$1.48 as of Nov. 4 close
Market capitalization:C$279.62 million

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