TORONTO, Jan. 22, 2019 — SLANG Worldwide Inc. (formerly, Fire Cannabis Inc.) (“SLANG” or the “Company”) is pleased to announce that on September 26, 2018, the Company completed its previously announced offering of subscription receipts of the Company (the “Subscription Receipts”) pursuant to which the Company issued 43,998,590 Subscription Receipts at a price of C$1.50 per Subscription Receipt for aggregate gross proceeds of approximately $66 million (the “Subscription Receipt Offering”). SLANG has subsequently delivered an escrow release notice (the “Escrow Release Notice”) to Odyssey Trust Company (the “Subscription Receipt Agent”) pursuant to the terms of a subscription receipt agreement dated September 26, 2018 between SLANG, the Subscription Receipt Agent and Canaccord Genuity Corp. (the “Subscription Receipt Agreement”) confirming that SLANG has satisfied all of the escrow release conditions, including (i) the completion or satisfaction or waiver of all conditions precedent (other than funding) to the completion of the Acquisitions (as defined herein); (ii) SLANG obtaining a receipt for its final (long-form) prospectus dated January 17, 2019 (the “Prospectus”); and (iii) SLANG obtaining conditional approval from the Canadian Securities Exchange (the “CSE”) for the listing of the common shares in the capital of SLANG (the “Common Shares”) on the CSE.
In connection with the delivery of the Escrow Release Notice, the escrowed funds held by the Subscription Receipt Agent, less certain commissions and expenses, have been released from escrow in order to allow SLANG to, among other things, acquire: (i) all of the interests and equity in National Concessions Group, Inc. (“Organa Brands”) from the existing security holders of Organa Brands (the “Organa Brands Acquisition”); and (ii) all of the interests and equity in NWT Holdings, LLC (“Firefly”) from the existing security holders of Firefly (the “Firefly Acquisition” and together with the Organa Brands Acquisition, the “Acquisitions”). Additionally, pursuant to the Organa Brands Acquisition, the Company has been granted an option to acquire all of the outstanding securities of Allied Concessions Group Inc. (“ACG”) and an option to acquire all of the outstanding securities of NS Holdings, Inc. (“NCG”). NSH and ACG are state licensed entities with cannabis related operations further up the supply chain.
“These transactions establish SLANG as a leading consumer packaged goods company in the cannabis industry,” said Peter Miller, SLANG Co-Founder and CEO. “We’re on the frontier of one of the greatest opportunities in the history of consumer packaged goods.”
The Acquisitions will complement SLANG’s portfolio of brands in the global cannabis industry, which includes a right of first refusal to license the Green House Brands (Green House Seed Co. and Strain Hunters) in the United States. Management believes that SLANG’s portfolio of brands is uniquely positioned to thrive in the highly competitive cannabis market, as each brand is built on intellectual property with a proven track record of success. The Company will continue to develop and market best-selling branded products that provide the high quality and consistency valued by loyal and prospective consumers. SLANG’s products can now be found in over 2,600 stores across 10 US states and 14 countries.
“We believe that the greatest value in the industry will be created by strong brands that are widely distributed, and our strategy reflects that belief,” said Billy Levy, Co-Founder and President. “SLANG expects to compete at the highest levels in mature cannabis markets while maintaining minimal exposure to commodity cannabis production.”
Conversion of the Subscription Receipts
In connection with the delivery of the Escrow Release Notice, 43,998,590 Subscription Receipts were automatically converted, without any further consideration or action by the holders thereof, into 43,998,590 Common Shares and 21,999,281 common share purchase warrants (the “Warrants”). Each Warrant is exercisable into one Common Share at an exercise price of C$2.25 for a period of 24 months commencing on the date that the Common Shares are listed on the CSE, subject to certain acceleration and adjustment provisions, as described in the Prospectus.
The Common Shares and Warrants (including the Common Shares issuable thereunder) issued upon conversion of the Subscription Receipts have been qualified by the Prospectus and are free trading. A copy of the Prospectus and the receipt therefor is available under the Company’s issuer profile on SEDAR at www.sedar.com.
The Subscription Receipt Offering was completed by a syndicate of agents co-led by Canaccord Genuity Corp. and Clarus Securities Inc., together with GMP Securities L.P. and Paradigm Capital Inc.
Special Warrant Financing
As previously announced, on February 21, 2018, SLANG completed a brokered private placement of 22,393,366 special warrants (the “Special Warrants”) at a price of $0.75 per Special Warrant for gross proceeds of approximately $16.8 million. The Special Warrant financing was co-led by Canaccord Genuity Corp. and Clarus Securities Inc. As a result of penalty provisions attached to the Special Warrants, the Special Warrants automatically converted into 26,872,028 Common Shares and 13,436,005 common share purchase warrants (the “February Warrants”) on July 21, 2018. Each February Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $1.15 until July 21, 2020, subject to certain acceleration and adjustment provisions, as described in the Prospectus. The Common Shares and February Warrants (including the Common Shares issuable thereunder) are free trading.
Listing of the Common Shares on the CSE and Reporting Issuer Status
The Company has received conditional approval from the CSE for the listing of the Common Shares and expects the Common Shares to commence trading on the CSE under the stock symbol “SLNG” at market open on or about January 29, 2019. Listing is subject to the Company fulfilling all listing requirements of the CSE.
Upon obtaining the receipt for the Prospectus, the Company is now a reporting issuer in the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Québec and Nova Scotia.
SLANG is a leading cannabis-focused consumer packaged goods company. 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.
About Organa Brands
Organa Brands revolutionized the cannabis industry with the introduction of the ground-breaking O.penVAPE device in 2012. Today, Organa Brands is home to some of the world’s largest consumer cannabis brands. After developing O.penVAPE, Bakked, Pressies, 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 US states, Canada, and Jamaica.
Launched in 2013, Firefly develops premium portable vaporizers powered by world-class technology. The brand’s Firefly 2 vaporizer is widely considered to be one of the leading premium dry herb vaporizers on the market and can be found today across 14 countries. Firefly’s dynamic convection technology delivers rich, flavorful vapor in seconds and celebrates your flowers and concentrates at their freshest.
Certain statements included herein, including those that express management’s expectations or estimates of the Company’s future performance, constitute “forward-looking statements” within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “potential” or the negative of these terms or other similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to anticipated revenue of the Company, synergies associated with the Acquisitions and the anticipated date for the commencement of trading of the Common Shares on the CSE. Forward-looking statements are based on certain assumptions regarding the Company’s expected growth, results of operations, performance, industry trends and growth opportunities. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to regulatory risks, changes in laws, resolutions and guidelines, market risks, concentration risks, operating history, competition, the possibility that the Company will be unable to successfully integrate Firefly or Organa Brands’ businesses, the risks associated with international and foreign operations, the timing and ability of the Company to satisfy the final listing requirements of the CSE and the other risks identified under the heading “Risk Factors” in the Prospectus, as filed on SEDAR at www.sedar.com. The forward-looking statements contained herein reflect the Company’s current views with respect to future events, and except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
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 or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Peter Miller, Chief Executive Officer