Flower One Announces Acquisition of NLV Organics, an Operating Nevada Cultivator and Producer

Flower One will leverage newly acquired assets to support its rapid market entry into Nevada and will now own nine Nevada cannabis licenses.

October 11, 2018

TORONTO, Oct. 9, 2018 /CNW/ - PRESS RELEASE - Flower One Holdings Inc. has announced it has entered into agreements with NLV Organics, Inc. (NLVO) and related parties to purchase a 100 percent interest in a property in North Las Vegas, Nev., and all of the business' tangible and intangible assets. The acquisition of NLVO's assets also brings to Flower One a team of experienced cultivators and producers and therefore immediate understanding of post-harvest production techniques and supply relationships to over 30 operating dispensaries in the state.

NLVO is a fully operational 25,000-square-foot cultivation and production facility located in the city of North Las Vegas. It is fully licensed to grow and process cannabis for both the medical and recreational markets in Nevada. NLVO has nine grow rooms capable of cultivating a total of 4,500 plants per cycle.

"This transaction is more than an acquisition, it is a true partnership that strengthens Flower One's business model and our ability to tightly execute market entry in Nevada," said Flower One's president and CEO, Ken Villazor. "We have worked closely with NLVO's founders and management for several months. The collaboration and knowledge transfer between our organizations has been exceptional and, for Flower One, has validated how accretive this acquisition will be for our company and our shareholders."

"We are excited to join the Flower One team," states Salpy Boyajian, president and CEO of NLVO. "The scale and sophistication of the Flower One operation coupled with our expertise and domain knowledge is certain to immediately position us as the number one cultivator and producer in the State of Nevada." 

The acquisition of NLVO will bring a number of key assets and strategic opportunities that will accelerate the execution of the company's overall business plan, including:

1. Expanding the company's license portfolio from four licenses to nine with the addition of medical marijuana cultivation and production licenses, recreational marijuana cultivation and production licenses, and a pending distribution license.

2. Bringing certainty and immediacy to its ability to access a diverse inventory of genetics and more than 50 strains (as previously announced).

3. Supplying plant material to strategically support the cultivation of more than 80,000 plants per crop cycle at Flower One's 455,000 square foot flagship cultivation and production facility (as previously announced).

4. Providing immediate access to a well-branded cannabis product line that includes packaged flower, oils, concentrates and various cannabis-infused products including premium disposable vape pens, topicals and lip balms which are sold in more than 50 percent of Nevada's dispensaries.

5. Allowing the company to beta test a variety of specialized post-harvest and processing equipment at NLVO's existing, fully canopied indoor cultivation facility.

6. Providing additional staff and domain knowledge in extraction and processing deemed essential to support the scale-up of Flower One's in-house product development and to support the Nevada market entry of third-party brands through licensing and contract manufacturing agreements.

As consideration for the purchase of the NLVO property and business, Flower One, through its wholly owned subsidiaries, will pay NLVO a total consideration of US$27,200,000 consisting of cash of US$4,635,650, a vendor note of US$14,564,350 and 4,000,000 common shares of Flower One at a price of US$2.00 per common share, valued at US$8,000,000.

The purchased assets will include a 100-percent interest in a property in North Las Vegas, Nev., and all of the business' tangible and intangible assets, including, the business name(s), product brands, inventory, biological assets, five Nevada cannabis licenses, intellectual property and assignable supply contracts associated with the current business of NLVO. 

The acquisition of the NVLO business and property is subject approvals including, but not limited to, approval by the Canadian Securities Exchange, the shareholders of NLVO, and approvals from the state of Nevada and city of North Las Vegas. The transaction is expected to close prior to the end of the year.