RE:How can FLWR be trading such volumes if the first funding isThe FLWR shares that are trading are either the shell shares that were rolled back or the initial private investors' shares that are free trading.
Tom Flow and Core Flow Holdings hold 76 million shares fully diluted worth approx imately $300 million right now. If they were dumping shares they would have to report, check the insider selling on www.Sedi.ca.
The stock chart on this pig is almost as bad as MYM. Good luck everyone.
Details of the Proposed Transaction
The Transaction will be structured as a three-cornered amalgamation (the “Amalgamation”) pursuant to which Flowr will amalgamate with a wholly-owned subsidiary of Needle (“Subco”) to form an amalgamated entity (“Amalco”) which will continue as a wholly-owned subsidiary of Needle. In addition to the Needle common shares, options and agent’s warrants currently outstanding, the Transaction will involve the issuance of approximately 85,692,095 Resulting Issuer Shares (including the Resulting Issuer Shares issued in connection with the Subscription Receipt Financing) at a deemed issue price of $2.60 per Resulting Issuer Share (post-Consolidation) . In addition, the Corporation will issue Resulting Issuer stock options and Resulting Issuer Broker Warrants, in exchange for the outstanding Flowr stock options; and Broker Warrants, respectively.
It is expected that following completion of the Transaction, and assuming that the Subscription Receipt Financing is fully subscribed, the current holders of Needle Shares will hold approximately 0.5% of the outstanding Resulting Issuer Shares, the subscribers in the Subscription Receipt Financing will hold approximately 15.9% of the outstanding Resulting Issuer Shares and the holders of Flowr Shares will collectively hold approximately 83.6% of the outstanding Resulting Issuer Shares, all as calculated on a non-diluted basis immediately following the closing of the Transaction.
It is anticipated that immediately following the Transaction, the only shareholders that will hold greater than 10% of the issued and outstanding Resulting Issuer Shares will be:
Thomas Flow Investments Inc., governed by the laws of Canada and owned by Thomas Flow (a director of Flowr and an anticipated director of the Resulting Issuer). Thomas Flow Investments Inc. will own approximately 26,025,000 shares in the Resulting Issuer (or 18.5% of the Resulting Issuer on a fully diluted basis); and
Core Flow Canada Holdings Inc., governed by the laws of New York and of which David Miller and Steven Klein are directors (and are also anticipated directors of the Resulting Issuer). Core Flow Canada Holdings Inc. will own 49,419,014 shares, or convertible shares, in the Resulting Issuer (or 34.7% of the Resulting Issuer on a fully diluted basis).