TORONTO, July 18, 2019 /CNW/ - PRESS RELEASE - Flower One Holdings Inc. has announced a licensing agreement with LA-based Deuces 22 – a new lifestyle cannabis brand founded by four-time NBA champion John Salley, and daughter Tyla Salley. Emphasizing quality and convenience, Deuces 22 is focused on providing cannabis consumers with access to locally-produced, high-quality flower. The cannabis brand has also established an inclusive and informative educational platform, Deuces Academy, aimed at reducing the complexity of cannabis for consumers of all experiences and levels of sophistication. Flower One is now licensed to manufacture, distribute, and sell Deuces 22's selection of high-quality dry flower and pre-rolls in Nevada. This marks the U.S.-market debut of Deuces 22.

"The Flower One team is thrilled to partner with Deuces 22, and introduce the brand and its products to Nevada and the U.S. market for the very first time," said Ken Villazor, president and CEO of Flower One. "Our portfolio of Brand Partners is further strengthened today with the addition of Deuces 22, a company that is not only passionate about providing high-quality, premium cannabis products to its consumers, but also taking the complexity and stigma out of cannabis products through their educational platform. With this announcement, Flower One continues to diversify the cannabis offerings made available to Nevada's cannabis retailers and consumers of all experience levels."

"The vastness of Flower One's cultivation and production operations made this partnership an easy decision. We strongly believe in their expertise and knowledge of the industry, and trust that as the Deuces 22 brand grows and evolves, the team and facility behind Flower One will be integral to our ability to reach and deliver a memorable experience to the market," said John Salley, co-founder and president of Deuces 22. "Today's announcement marks Deuces 22's inaugural launch in the U.S. recreational cannabis market, and we couldn't be happier to do so in Nevada with the support and guidance of Flower One."

"The skill and experience of Flower One was immediately evident. From our first meeting, we knew we had found an impressive, local producer with values that aligned with our own. Using industry-leading greenhouse technologies and innovative growing practices, Flower One's growers have an unparalleled level of agricultural expertise that we are very excited to leverage," said Tyla Salley, co-founder and CEO of Deuces 22. "We feel confident that Flower One is well-positioned to elevate the Deuces 22 brand, and to help us achieve our goal of delivering the best high without sacrificing accessibility or convenience."

A selection of Deuces 22's products will soon be available for purchase in Nevada, carefully branded to evoke a down-to-earth, additive-free experience that is reminiscent of a simple night at home surrounded by close friends. Pre-rolls will also soon be on retail shelves in the state, packaged with materials that are biodegradable and compostable at a much more sustainable rate compared to plastics. The Deuces 22 merchandise line – including t-shirts with graphic designs reading "#VeganAF" or "SATIVA" – will also be available in Nevada. Vape pens, edibles, CBD topicals, among other products, will follow in the near future.

Laval, Québec, CANADA – July 18, 2019 – PRESS RELEASE – Neptune Wellness Solutions Inc., a North American cannabinoids extraction, formulation and packaging company, has completed a private placement with both existing and new institutional investors, led by Perceptive Advisors, resulting in gross proceeds to the company of US$41.4 million. John Moretz, chairman of the board, and Michael Cammarata, president and CEO of Neptune, invested US$5.0 million in the aggregate as part of this offering. Upon closing of the offering, the company issued an aggregate of 9,415,910 common shares of the company at a purchase price of US$4.40 per share.

“The Board joins me in thanking investors who participated in this offering and in welcoming our new shareholders to Neptune. Given recent contracts and the announced extraction capacity expansion plans, we are highly confident in the strength of Neptune’s business outlook,” said Moretz. “My incremental investment in Neptune reflects my conviction in our new CEO and management team and their ability to execute on Neptune’s strategy. We opted for this accelerated financing structure to stay on track with the previously announced SugarLeaf closing timeline.”

A portion of the net proceeds from the offering is expected to be used by the company to fund the initial consideration for the acquisition of the assets of SugarLeaf Labs LLC and Forest Remedies LLC, while the balance of such net proceeds is expected to be used for working capital and general corporate purposes. Neptune expects the SugarLeaf transaction to close on or before July 31, 2019.

“This financing comes at a pivotal point in the company’s cannabis growth trajectory, particularly given the need to expand our current annual capacity of 200,000 kg, which is fully contracted for both fiscal 2020 and fiscal 2021,” said Cammarata. “With this in mind, we look forward to closing the SugarLeaf transaction, which brings U.S.-based capacity, efficient production of high-quality extracts, and strong supplier relationships, all of which create a strong value proposition for our customers.”

Cowen acted as lead placement on the offering and the sole U.S. placement agent to the company. GMP Securities, L.P. acted as lead Canadian placement agent and Echelon Wealth Partners and Desjardins Securities also acted as placement agents for the company.

The securities sold in the offering have not been registered under the Securities Act of 1933, as amended, or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (SEC) or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The securities sold in the offering will also be subject to standard statutory hold periods in Canada and the United States in accordance with applicable securities laws. The company has agreed to enter into a registration rights agreement with investors within 180-days following the closing of the offering whereby the company will to prepare and make necessary filings with the SEC to allow for the registration of the resale of shares sold in the offering.

Along with Cammarata, Moretz and Perceptive Advisors, certain other members of the board and management of the company participated in the offering. Participation of these insiders in the offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101). The offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders will exceed 25 percent of the company’s market capitalization. The company did not file a material change report 21 days prior to closing of the offering as the details of the participation of insiders of the company in the offering had not been confirmed at that time.