Fire & Flower Holdings Corp. (“Fire & Flower“, or the “Company“) (TSX: FAF) (OTCQX: FFLWF), a leading, technology-powered, cannabis retailer today announced that, in connection with the potential additional listing of the common shares in the capital of the Company (the “Shares“) on the Nasdaq, it has filed articles of amendment implementing a consolidation of the Shares on the basis of ten (10) pre-consolidation Shares for every one (1) post-consolidation Share (the “Consolidation“). The Consolidation was previously approved by the Company’s shareholders at its annual and special meeting of shareholders held on June 9, 2021.
Trevor Fencott, Chief Executive Officer of Fire & Flower commented, “The share consolidation is an important step in our U.S. expansion strategy. It enables Fire & Flower to qualify for a listing on the NASDAQ and expand its shareholder base which, in turn, provides the Company with increased flexibility and enhanced liquidity to accelerate its strategic growth plans.”
“We have built an industry-leading cannabis consumer technology platform and, as demand for our technology platform continues to build in the U.S., now is the right time to advance our NASDAQ listing and make our shares more accessible to a larger investor audience.”
“Along with our previously announced acquisitions of trusted cannabis strain information destination, Wikileaf (www.wikileaf.com) and best-in-class dispensary, culture and cannabis marketplace, PotGuide in Denver, Colorado (www.potguide.com), the share consolidation is the next important step in our U.S. expansion strategy. We look forward to completing the listing in the upcoming weeks as we announce continued growth of our cannabis consumer technology platform and execution on our asset-light business model,” said Trevor Fencott, CEO of Fire & Flower.
Notice of the Consolidation has been provided to the Toronto Stock Exchange (“TSX“). The Shares will continue to be listed on the TSX under the symbol “FAF”, and the Shares are expected to begin trading on a post-Consolidation basis on the TSX on or about December 1, 2021. Following the Consolidation, the new CUSIP number for the Shares is 318108305 and the new ISIN for the Shares is CA3181083054.
As a result of the Consolidation, the 358,146,179 Shares issued and outstanding prior to the Consolidation have been reduced to approximately 35,814,617 Shares (disregarding the treatment of any resulting fractional shares). Each shareholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any resulting fractional Shares. The Company will not be issuing fractional post-Consolidation Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Share, the number of post-Consolidation Shares issued to such shareholder will be rounded down to the nearest whole number of Shares.
The Company’s transfer agent, Computershare Investor Services Inc. (“Computershare“), will act as the exchange agent for the Consolidation. In connection with the Consolidation, Computershare has sent a letter of transmittal to registered shareholders holding their Shares in certificated form to exchange their old Share certificates for new Share certificates, in accordance with the instructions provided in the letter of transmittal. Registered shareholders will be able to obtain additional copies of the letter of transmittal through Computershare. Until surrendered, each certificate representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.
Registered holders holding their Shares by way of a Direct Registration System Advice/Statement, and non-registered beneficial holders holding their Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) will not need to complete a letter of transmittal. Non-registered beneficial holders holding their Shares through an intermediary should note that such intermediaries may have specific procedures for processing the Consolidation. Shareholders holding their Shares through such an intermediary and who have any questions in this regard are encouraged to contact their intermediary.
The exercise or conversion price and the number of Shares issuable under any of the Company’s outstanding warrants, convertible debentures, stock options and other securities exercisable for or convertible into Shares will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
The Company’s proposed listing on the Nasdaq remains subject to satsifying all of the listing standards of the Nasdaq and there is no assurance that such listing will be completed.