SALINAS, Calif., Oct. 19, 2023 (GLOBE NEWSWIRE) — This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of an Early Warning Report by George Allen, former Chairman of Lowell Farms Inc. (the “Issuer”), as a result of Mr. Allen acquiring beneficial ownership and/or control or direction of 825,041 subordinate voting shares (“Shares”) of the Issuer in connection with the repurchase by the Issuer of US$650,000 of aggregate principal amount of Senior Secured Convertible Debentures (“Debentures”) of its subsidiary, Indus Holding Company (“Indus”), together with the related warrants to purchase Shares (“Company Warrants”) and common shares (“Indus Shares”) of Indus.
On October 6, 2023, the Issuer announced that it had repurchased all of the $22,157,417 aggregate principal amount of outstanding Debentures, together with the related 106,274,830 Company Warrants and 43,248,450 Indus Warrants (the “Transaction”). Each holder of Debentures received as the purchase price therefor, such holder’s pro rata share, based on the proportion of the outstanding Debentures held by such holder, of (x) membership interests in LF Brandco LLC (“Brandco”), an entity formed to hold the Issuer’s intellectual property relating to its “Lowell Smokes” and “Lowell Herb Co.” brands (including trademarks, logos and additional identifying marks, domain names and social media accounts), and (y) 6,849,572 Shares, representing approximately 36% of the Issuer’s consolidated, undiluted equity interests.
Prior to the closing of the Transaction, Mr. Allen (directly and through the George Allen Revocable Trust, of which Mr. Allen is a trustee, and Geronimo Capital, LLC, Geronimo Central Valley Opportunity Fund, LLC, and Geronimo VCOF Manager, LLP, which he controls) had beneficial ownership and/or control or direction over: 46,700 Shares (which represented approximately 0.41% of the then issued and outstanding Shares) and securities convertible or exercisable, as applicable, into 2,672,861 Shares (which represented an aggregate of 19.23% of the Shares on a partially diluted basis, including the Shares referred to above), which included US$650,000 of Debentures (which were convertible into 281,020 Shares) and related Company Warrants to acquire 281,020 Shares and Indus Warrants to acquire 4,215,304 Indus Shares (which were not redeemable for Shares), as well as warrants to acquire 10,000 Shares (“PIPE Warrants”) issued in connection with the Issuer’s PIPE transaction and options granted to Mr. Allen which are exercisable for 21,875 Shares.
Following closing of the Transaction, Mr. Allen has beneficial ownership and/or control or direction over 871,741 Shares (which represents 4.81% of the issued and outstanding Shares) and securities convertible or exercisable, as applicable, into 31,875 Shares (which represents an aggregate of 4.98% of the Shares on a partially diluted basis, including the Shares, PIPE Warrants and options referred to above).
The Shares were acquired for investment purposes as a result of the Transaction. In the future, Mr. Allen may acquire additional Shares and/or other equity, debt or other securities or instruments in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
The Issuer is located at 19 Quail Run Circle, Suite B, Salinas, California 93907. Mr. Allen is located at 54 Bentley Lane, Clinton Corners, New York 12514. A copy of the Early Warning Report can be obtained from Nicole Sanchez (831.998.8214) or on the SEDAR+ profile of the Issuer at www.sedarplus.ca.
- Tunnel to Towers Foundation Applauds New Executive Order Supporting Homeless Veterans and Pledges Continued Partnership with President Trump - May 10, 2025
- Global Times: Xi’s reply letter to young volunteers in West China highlights their role in boosting education, fostering ethnic unity - May 10, 2025
- KFC Canada Suits Up for the Whiteout with Kyle ‘F’ Connor Bucket Takeover - May 10, 2025
