Lowell Farms Inc. (the “Company”) (CSE: LOWL; OTCQX: LOWLF), a California-born innovator in cannabis cultivation, manufacturer, distributor and owner of the legendary brand Lowell Smokes, announced that it has completed a US$18 million non-brokered private placement of common equity.
The offering (the “Offering”) consists of 18 million units of the Company (the “Units”) for a purchase price of US$1.00 per Unit or aggregate gross proceeds of US$18.0 million. Each Unit is comprised of one subordinate voting share of the Company (a “Share”) and one‐half of one Share purchase warrant of the Company (each full Share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one subordinate voting share of the Company (a “Warrant Share”) until August 30, 2024, at an exercise price of US$1.40 per Warrant Share, subject to adjustment in certain circumstances.
Proceeds from the Offering are contemplated to be used for working capital purposes, automation investments, and expansion into new markets. The Offering was led by Beehouse Partners, LP and included participation from insiders.
“We are grateful for the support of our investors who share our conviction and excitement in our mission to capture an enormous market opportunity in front of us,” said George Allen, Chairman of Lowell Farms. “This financing allows the Lowell Smokes brand, one of the strongest cannabis brands in the country, to expand geographically and increase scale in its home state of California.”
The Company has agreed to register the Shares included in the Units and the Warrant Shares issuable upon exercise of the Warrants for resale in the United States.
Certain officers and directors of the Company (the “Insiders”) purchased an aggregate of 2,900,000 Units pursuant to the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI 61‐101”). The Offering was considered, and ultimately approved, by the board of directors of the Company on August 27, 2021. The Insider participation in the Offering was approved by the disinterested directors of the Company. The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(b) and 5.7(1)(a) of MI 61‐101. A material change report in connection with the participation of Insiders in the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities comprising the Units have not been 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 or to or for the account of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
