Vancouver, BC, July 22, 2024 – Final Bell Holdings International Ltd. (the "Company" or "Final Bell", "we" and "our") announced that it will be offering rights (the "Offering") to holders of its Class A Subordinate Voting Shares ("Class A Shares") and Class B Proportionate Voting Shares ("Class B Shares") of record at the close of business on July 17, 2024 (the "Record Date"). Each holder (a "Shareholder") of Class A Shares or Class B Shares (collectively the "Shares") will receive one (1) transferable right (each, a "Right") for every Share of the same class held by it as of the Record Date. Each Right will entitle the holder to subscribe for one Share of the same class upon payment of the subscription price of US$0.015 per Class A Share or US$1.50 per Class B Share, as applicable, until 5:00 p.m. (Toronto time) (the "Expiry Time") on August 14, 2024. Assuming the exercise of all Rights, the Offering will raise gross proceeds of up to approximately US$5,100,000.
The Rights will be offered to Shareholders resident in each province and territory of Canada (the "Eligible Jurisdictions") and Shareholders resident elsewhere who have satisfied the requirements of the Company. Accordingly, and subject to the detailed provisions of the right offering circular dated July 22, 2024 (the "Circular"), Rights direct registration system advices ("Rights DRS Advices") will not be mailed to Shareholders resident outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company, on or before August 2, 2024, that they are eligible to participate in the Offering. Shareholders who fully exercise their Rights will be entitled to subscribe for additional Shares of the applicable class, if available, that were not subscribed for by other holders of Rights prior to the Expiry Time.
The Company understands that certain of its directors and officers who own Shares intend to exercise their Rights under the Offering.
The Company currently has 96,940,780 Class A Shares and 2,433,231 Class B Shares issued and outstanding. If all Rights issued under the Offering are validly exercised, an additional 96,940,780 Class A Shares and 2,433,231 Class B Shares would be issued. The net proceeds from the Offering will be used for funding debt service requirements and professional fees and expenses, working capital and general corporate purposes. The Rights will be transferable but will not trade on any stock exchange.
Complete details of the Offering are set out in the Circular and the rights offering notice (the "Notice"), which are filed under the Company's profile at www.sedarplus.ca. The Notice and accompanying Rights DRS Advices have been mailed to Shareholders in the Eligible Jurisdictions. Registered Shareholders who wish to exercise their Rights must complete and forward the Rights DRS Advice and subscription form, together with applicable funds, to Computershare Investor Services Inc., the custodian and rights agent for the Offering, on or before the Expiry Time. Shareholders who own their Shares through an intermediary, such as a bank, trust corporation, securities dealer or broker, will receive materials and instructions from their intermediary.
Following the Offering, the Company intends to consolidate its issued and outstanding Shares, on the basis of one post-consolidation Share for every ten pre-consolidation Shares. Further information about the consolidation will be provided in a subsequent news release.
Company Update
As part of our ongoing commitment to transparency and shareholder engagement, we are pleased to provide an update on the Company's progress and strategic direction. The Offering announced today is a key step in the execution of our new strategic plan, which was set in motion with the formation of Final Bell Innovations Inc. ("FBI") earlier this year. FBI serves as the cornerstone of the Company's pivot towards becoming an asset-light, multijurisdictional management services and intellectual property licensing leader within the cannabis industry.
We are already witnessing the fruits of this strategic shift, with Final Bell MaaS and Final Bell Brand Co., our two new subsidiaries, driving this new direction. Final Bell MaaS has successfully expanded operations across multiple jurisdictions, while Final Bell Brand Co. has made significant strides with the launch of AnimalTM and the sustained success of DosistTM. These early successes are indicative of the potential of our new business model. Looking ahead, we have a robust pipeline of exciting brands and management agreements that are poised to maintain our growth trajectory. In relation to the previously announced BZAM Ltd. proceedings, we continue to vigorously defend our rights and are optimistic about reaching a resolution that we anticipate will be materially beneficial to the Company and our valued shareholders. We are also on the cusp of unveiling a series of strategic transactions that promise to significantly enhance our market presence and fuel our growth strategy.
On this note, Robert Meyer, CEO of the Company commented: "We are fully confident in the new direction of our company. This rights offering is not just about raising capital; it's a declaration of our belief in the company's future and the strategic plan we have laid out." Echoing this sentiment, Jeremy Green, CEO of FBI, added, "The pace at which we've been able to enact our strategic pivot has been impressive, and a key factor in our success is leveraging DosistTM as a leading brand. Its established market presence and consumer trust have been invaluable as we continue to advance our company's objectives."
We look forward to sharing more updates as we continue to execute on our vision for the Company.
About Final Bell Holdings International Ltd.
Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14th Round, is a leading cannabis vaporization device company in the United States and Canada. 14th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.
For further information please contact:
Kiarash Hessami
Director of Business Analytics and IR
604-679-9660
IR@finalbell.com
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the Offering, the Expiry Time, the potential outstanding Shares after the Offering, the potential use of proceeds, anticipated benefits surrounding our strategic initiatives, including in respect of FBI, and future business plans. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects management's current beliefs and expectations and is based on information currently available to Final Bell and on assumptions Final Bell believes are reasonable. These assumptions include, but are not limited to: the underlying value of the Shares; shareholder acceptance of the Offering; the Company's financial condition remaining constant; and the success of Final Bell's business strategy. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Final Bell to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business uncertainties; general capital market conditions and market prices for securities; the actual results of future operations; changes in legislation, including health or cannabis legislation; the timing and availability of external financing on acceptable terms; sustaining our expected growth trajectory; the continued acceptable and success of our brands and strategic initiatives; and those risks described in the Company's other filings with the securities regulatory authorities which have been filed on the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive, and should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. The Company does not intend, nor undertakes any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except as required by applicable securities law.
