Emblem Corp. (TSXV:EMC) (EMC.WT) (“Emblem” or the “Company”), is pleased to announce that it has purchased C$2.5 million of units (“Units”) of Fire & Flower Inc. (“Fire & Flower”) at a price of C$0.80 per Unit (the “Subscription”) as part of a larger Unit offering conducted by Fire & Flower. Each Unit consists of one common share in the capital of Fire & Flower (each, a “Fire & Flower Share”) and one common share purchase warrant entitling the holder thereof to acquire one (1) additional Fire & Flower Share at a price of C$1.05 per share for a period of two (2) years, subject to adjustments in certain events.
Nick Dean, CEO of Emblem, says, “Our partnership with Fire & Flower reinforces our belief that access to the end consumer is critical for driving long-term shareholder value. In a highly regulated environment, retail will be the front-line for customer education, driving product awareness, building brand affinity, and ultimately delivering the greatest margins. Fire & Flower is building a world-class retail concept under the leadership of a proven executive team and board of directors. We are confident that our investment in Fire & Flower will deliver a significant return on investment back to Emblem shareholders, while also supporting the growth of Emblem’s adult-use brands and products.”
Certain directors and officers of Emblem have interests in Fire & Flower. In particular, Harvey Shapiro, a director and the Chairman of the Company, is also a director of Fire & Flower. In addition, prior to giving effect to the offering, Mr. Shapiro owned approximately 19.5% of the Fire & Flower Shares outstanding and controls and directs approximately an additional 65% of the Fire & Flower Shares through a voting trust. Further, prior to giving effect to the offering, Maxim Zavet, a director of the Company, owned approximately 4.2% of the Fire & Flower Shares outstanding and Nick Dean, the President and Chief Executive Officer of the Company owned approximately 0.3% of the Fire & Flower Shares outstanding.
There will be less than twenty-one (21) days between the date on which the Company files a material change report with respect to the Subscription and the closing of the Subscription. The Company considers this reasonable and necessary as the Company’s participation in the offering was subject to certain conditions which were only met in advance of the closing of the offering of Fire & Flower Shares.
Emblem Corp., through its wholly-owned subsidiary Emblem Cannabis Corporation, is a fully integrated licensed producer and distributor of medical cannabis and cannabis derivatives in Canada under the ACMPR (Access to Cannabis for Medical Purposes Regulations). Led by a team of cannabis experts and former health care and pharma executives, it has three distinct verticals – cannabis production, patient education centers, and pharmaceutical dosage form development. Emblem trades under the ticker symbol EMC on the TSX Venture Exchange.
About Fire & Flower
Founded by successful cannabis entrepreneurs from the legal Canadian cannabis industry, Fire & Flower is a corporately-owned retail cannabis-lifestyle brand and store concept. Fire & Flower specializes in elevating the Canadian cannabis experience through the thoughtful curation of products, experiential offerings and education-based programming. Fire & Flower is poised to serve customers across the country in Provinces where private retail is permitted.
For further information contact:
Chief Financial Officer
Vice President, Brand & Marketing
Fire & Flower Inc.
This news release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation (together, “forward-looking statements”), including statements regarding the Agreement, the financial benefits of the Subscription and the proposed business of Fire & Flower. All statements and information contained herein that is not clearly historical in nature may constitute a forward-looking statement. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements.
Forward-looking statements are not a guarantee of future performance and are subject to and involve a number of known and unknown risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in the Company’s annual information form dated October 18, 2017 which has been filed with the Canadian Securities Administrators and is available on www.sedar.com, risks of under performance by Fire & Flower and the risk that the proposed operations of Fire & Flower do not conform with the provincial regulatory regime. Any forward-looking statements contained herein are made as of the date hereof and, except as required by law, the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
Readers are cautioned not to put undue reliance on these forward-looking statements. This news release contains information obtained by the Company from third parties and believes such information to be accurate but has not independently verified such information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.