On completion of the Transaction, the existing shareholders of Unified Spinco will become shareholders of Fiore holding aggregately 24,400,000 Fiore Shares, representing approximately 13.53% of the then outstanding Fiore Shares on a non-diluted basis.
As part of the Agreement, Fiore will benefit from a US$1.5 million financing month term, is secured by 1% of Fiore’s revenues and will accrue and be paid quarterly or the date the entire principal amount is converted.
Fiore expects to use a portion of the net proceeds from the Financing to pay the cost of the Cannabis Assets .
The purpose of the Transaction is for Fiore to acquire certain letters of intent, brands and intellectual property, and leadership talent held by Unified Spinco, which will allow Fiore to potentially acquire up to 41 retail cannabis locations and three cultivation operations in Colorado, Oregon and Alberta, and to combine its current operations in Nevada and California with those acquired entities.
To provide assistance to Fiore, and to bring the strength of Unified’s M&A and operations team, brand, deal flow, marketing assets and culture, Unified’s CEO and Executive Chairman, Paul Lufkin, will fill the vacancy created by Mr. Andeson’s resignation and has joined the Fiore board of directors.
Paul Lufkin is the current CEO and Executive Chairman of Unified and an M&A and finance professional with a specialty in small business consolidations.
A cannabis operator-turned-venture capitalist, Scott has operated or invested in 35 diverse cannabis companies since 2014.
“I’m excited for Fiore to acquire the Cannabis Assets and to bring on Paul Lufkin who will lead Unified’s talented team with over 100 combined years of cannabis experience,” said Erik Anderson, Fiore’s President and CEO.
“We’re proud to bring ‘The Unified Vibe,’ our acquisition structure and our cannabis-centric culture to Fiore,” said Paul Lufkin, Unified’s Executive Chairman.
In addition to the payment of the Purchase Price, under the Agreement existing Unified Spinco shareholders are entitled to certain earnouts upon the acquisition of the entities under the Cannabis Assets.
Fiore’s portfolio of brands caters to diverse consumer and patient experiences, with brands and products that address recreational, medical, wellness as well as new consumer experience preferences.
The forward-looking information contained in this press release includes, without limitation, and among other things, the terms of the Agreement, the expectations regarding operations, financial condition and future performance of Fiore upon completion of the Transaction, the anticipated use of the net proceeds of the Financing, the terms of the Cannabis Assets and Fiore’s ability to close the transactions contemplated thereunder, the number of Fiore Shares which may be issued to current shareholders of Unified Spinco and the Convertible Debentureholder, the ability of Fiore to continue its operations as described, expected financial results of Fiore in the event the transactions under the Cannabis Assets are completed in full, and Fiore’s expectations regarding its ability to operate and emerge from the COVID-19 pandemic.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved.
federal law; the risks of investing in securities of private companies to be acquired under the Cannabis Assets which may limit Fiore’s ability to sell or otherwise liquidate those securities and realize value; reliance on management; the ability of Fiore to service its debt, including the Convertible Debenture; Fiore’s ability to obtain additional financing from time to time to pursue its business objectives; competition; litigation; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change.
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.