Flora Growth Signs Definitive Agreement To Franchise Global Health, A Prominent Pharmaceutical And Medical Cannabis Distributor With Principal Operations In Germany

Press Launch

FLORA Development Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a foremost all-out of doors cultivator, maker and distributor of world wide hashish solutions and brands, introduced now that it has signed a definitive settlement to purchase 100% of Franchise International Well being Inc. (TSXV: FGH) (“FGH”), a multi-national operator in the professional medical cannabis and pharmaceutical field, with principal operations in Germany.

“Through this proposed acquisition, we are connecting our commercial infrastructure and professional medical cannabis item portfolio to the German and EU professional medical marketplaces, although attaining immediate entry to European pharmaceutical distributions,” explained Luis Merchan, Chairman and CEO of Flora Development. “We believe Franchise will appreciably improve our business international income and offer crucial distribution to German pharmacies and a escalating wholesale marketplace.”

FGH’s German reportable phase reached revenues of CA$30.1 million, gross profit of CA$2.1 million and net money of CA$.4 million in the first 50 % of 20221. FGH’s German enterprises work mostly in the export pharmaceutical and professional medical hashish import and distribution markets, servicing 1,200 pharmacies in Germany and offering non-hashish clinical products to 28 further nations around the world.

This acquisition is expected to speed up Flora’s expansion into the European cannabis and pharmaceutical marketplaces with prescription medicines and would deliver the Business with fast entry to a wealth of understanding and mental assets that FGH has designed, which includes 41 registered hashish strains in Colombia and the initially registered hashish seed bank in Copenhagen, Denmark housing 286 strains. The proposed acquisition would even further permit Flora to extend its CBD organization in Europe by employing FGH’s distribution and logistics capabilities.

The mixture of Flora and FGH is envisioned to provide at the very least US$3. million of annualized charge synergies inside of the initial yr next the completion of the acquisition, mainly in the locations of minimized corporate administrative costs.

“Luis and I share the very same vision of developing a top and sustainable cannabis business. Flora has the appropriate system to execute on this tactic via M&A and natural development. We are psyched to sign up for forces,” says Clifford Starke, CEO and Government Chairman of FGH. “Together we have a solid profits base, a tested buyer packaged products business enterprise that can be replicated in Europe, and a productive distribution network. Around the previous couple of months, we have worked tirelessly to discover synergies, minimize expenditures, and construct an sector-main workforce.”

About the Transaction

On Oct 20, 2022, Flora and FGH entered into an Arrangement Agreement (the “Arrangement Agreement”) pursuant to which Flora intends to obtain all the issued and remarkable typical shares of FGH by way of a statutory system of arrangement (the “Arrangement”) below the Organization Corporations Act (British Columbia). As thought for the acquisition of 100% of the issued and fantastic FGH widespread shares, at the completion of the Arrangement, Flora will problem in between 36,615,060 and 43,525,951 of its popular shares, based mostly upon a components set forth in the Arrangement Settlement.

In accordance with the terms set forth in the Arrangement Agreement, upon the completion of the Arrangement, all Flora frequent shares to be delivered to the previous shareholders of FGH shall be restricted from remaining sold for a interval of ninety (90) times subsequent the completion of the Arrangement. In addition, Clifford Starke, the Chairman and Chief Executive Officer of FGH, shall have the correct to title two designees to serve on Flora’s board of administrators quickly following the closing of the Arrangement and Mr. Stake is at present anticipated to be just one of this kind of designees.

Completion of the Arrangement is topic to particular closing ailments customary for transactions of this mother nature including, between other issues, acceptance of the Arrangement by the Supreme Court of British Columbia and the approval of at least 66 2/3% of the votes forged by shareholders of FGH at a assembly of FGH shareholders. For further more information on the Arrangement Arrangement and the Arrangement, you should refer to Flora’s Report on Form 6-K, filed today with the Securities and Trade Fee.