~ World-Class receives cash and shares of Fire & Flower, a leading technology-powered, adult-use cannabis retailer ~
VANCOUVER, January 25, 2022 – World-Class Extractions Inc. (CSE: PUMP) (FRA:WCF) (OTCQB:WCEXF) (the “Company” or “World-Class”), today announces the closing of the sale of its interest in Pineapple Express Delivery Inc. (“Pineapple Express Delivery” or “PED”) to Fire & Flower Holdings Corp. (“Fire & Flower”) (TSX: FAF; OTCQX: FFLWF) pursuant to the transaction as previously announced on December 9, 2021.
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. Fire & Flower leverages its wholly-owned technology development subsidiary, Hifyre Inc., to advance its proprietary retail operations model while also providing additional independent revenue streams.
PED is a leading logistics technology company offering compliant and secure delivery of controlled substances and regulated products and is widely recognized throughout the cannabis industry as the largest player in the cannabis delivery space, completing more than 40,000 deliveries per month to recreational and medical cannabis customers across Canada.
As consideration for the purchase of Pineapple Express Delivery, Fire & Flower has assumed and repaid approximately $5.15 million in debt owed by Pineapple Express Delivery and issued a total of 1,153,142 common shares of Fire & Flower (“Common Shares”), of which a total of 313,708 were released on closing, with the remainder placed into escrow pending completion of customary working capital adjustments and subject to achievement of certain performance-based milestones in the fiscal 2022 year. Haywood Securities Inc. acted as exclusive financial advisor to Pineapple Express Delivery.
“The synergies between Fire & Flower and Pineapple Express Delivery should propel these two companies for tremendous future growth in the cannabis retail, analytics, logistics and delivery space.” stated Rosy Mondin, CEO of World-Class. “World-Class has successfully divested one of its investments and in return has strengthened its balance sheet. We will continue to pursue additional opportunities in the market to deliver value to our shareholders.”
In connection with Fire & Flower’s acquisition of PED, World-Class received $2,012,740 in cash on closing, and an aggregate of up to 278,945 Fire & Flower Common Shares, with 62,800 released on closing and the remainder placed in escrow pending completion of customary working capital adjustments and subject to achievement of certain performance-based milestones in the fiscal 2022 year. As a result of the sale, all of the Company’s shares in PED have been exchanged for Common Shares of Fire & Flower.
World-Class is an innovation-driven company with a focus on the evolving cannabis and hemp industries. World-Class continues to investigate opportunities to monetize its technology, including its extraction and processing systems, technology, and processes, manufactured and created by its subsidiary, Soma Labs Scientific Inc.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre Inc., to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the HifyreTM digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company’s leadership team combines extensive experience in the technology, cannabis and retail industries.
Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.
Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of Alberta, Saskatchewan, Manitoba, British Columbia and Ontario, and the Yukon territory.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements in this press release include, but are not limited to, statements in respect of the synergies between Fire & Flower and Pineapple Express Delivery propelling these two companies to tremendous future growth in the cannabis retail, analytics, logistics and delivery space and the ability of the Company to pursue additional opportunities in the market to deliver value to its shareholders.
Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements, including with respect to the closing of the Transaction on the terms described herein or at all. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause Fire & Flower’s and Pineapple Express’ actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Fire & Flower and Pineapple Express to successfully achieve its business objectives and political and social uncertainties.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company’s business are contained in the Company’s management discussion and analysis filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.