TORONTO, Feb. 15, 2019 (GLOBE NEWSWIRE) -- On February 13, 2019, through a qualifying transaction (the “ Transaction ”) by way of a business combination involving Fire & Flower Holdings Corp. (the “ Issuer ” formerly known as Cinaport Acquisition Corp. II), Fire & Flower Inc. and 11048449 Canada Inc. (a wholly-owned subsidiary of the Issuer), Mr. Trevor Fencott, the President, Chief Executive Officer, Corporate Secretary and Director of the Issuer, acquired ownership, control or direction over an aggregate of 10,208,463 common shares of the Issuer (“ Common Shares ”) representing (together with ownership, control or direction over 9,390 Common Shares previously held) 9.97% of the issued and outstanding Common Shares; 2,975,000 warrants to purchase Common Shares (“ Warrants ”) representing 8.18% of the issued and outstanding Warrants; and 500,000 options to purchase Common Shares (“ Options ”) representing 6.07% of the issued and outstanding Options (as of the time of closing the Transaction). On a partially diluted basis, assuming the exercise of his 2,975,000 Warrants and 500,000 Options into Common Shares, the Acquiror would own and control 13,692,853 Common Shares, representing approximately 12.93% of the voting rights attached to the Common Shares.
The Transaction formed part of the qualifying transaction of the Issuer under Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, all as set out in the filing statement of the Issuer dated February 6, 2019 (the “ Filing Statement ”) and filed on SEDAR (System for Electronic Document Analysis and Retrieval) on February 6, 2019.
The Common Shares, Warrants and Option are held by Mr. Fencott for investment purposes. Depending on market and other conditions, Mr. Fencott may, directly or indirectly, acquire ownership or control over additional shares of the Issuer, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to any restricted share ownership and/or lock-up agreements), Mr. Fencott may sell any of his shares of the Issuer.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues , which requires a report to be filed with regulatory authority in each of the jurisdictions in which the Issuer is a reporting issuer containing additional information with respect to the foregoing matters (the “ Early Warning Report ”). A copy of the Early Warning Report will appear at www.sedar.com under the Issuer’s issuer profile on SEDAR.
The address of Mr. Fencott is:
c/o Fire & Flower Holdings Corp. 150 King Street West, Suite 208 Toronto, Ontario M5H 1J9
