Green Acre Capital Distribution Corp. Makes an Additional Investment of US$1.99 Million, Increasing Its Interest in the US Distribution Joint Venture to 50.2% and Humble & Fume Provides Certain Additional Information Concerning Recently Closed Private Placement
Toronto, Ontario – June 19, 2023 – Humble & Fume Inc. (CSE: HMBL; OTCQX: HUMBF) (“Humble” or the “Company”), a leading North American distributor of cannabis and cannabis accessories, announced today that Green Acre Capital Distribution Corp. (“Green Acre”) has invested a further cash amount of US$1,995,961.46 in HC Solutions Holdings Inc. (“HCI”) and Humble has invested a further US$1,895,961.46 in HCI, through the forgiveness of an equivalent amount owing by HCI directly or indirectly to Humble. HCI is a joint venture company established by Humble and Green Acre for the purpose of distribution of cannabis, initially focused on accelerating the Company’s expansion into cannabis distribution operations throughout the United States in California.
With this latest investment, Green Acre’s ownership stake in HCI has increased from 50% to 50.2%, while Humble retains 49.8% ownership.
Similar to Green Acre’s previous investments totalling US$10 million in HCI, this additional US$1.995 million was funded through an option agreement with Johnson Brothers, a prominent distributor of wine, spirits, and beer in the United States. For more details on the joint venture and option agreement, please refer to the Company’s press releases dated November 15, 2021, April 25, 2022, September 13, 2022, and March 1, 2023.
“The backing provided by Johnson Brothers through their Green Acre option agreement exemplifies their dedication to supporting our expansion initiatives in the United States,” stated Jakob Ripshtein, CEO of Humble. “We take great pride in our partnership with Johnson Brothers, renowned for their exceptional operational excellence in nationwide alcoholic beverage distribution.”
ABOUT HUMBLE & FUME INC.
Humble & Fume, Inc. is a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and a strong fulfillment infrastructure. As the only fully integrated cannabis distribution solution, Humble bridges the gap for retailers, licensed cannabis producers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumables and consumption devices.
ABOUT JOHNSON BROTHERS
Johnson Brothers Liquor Company is a family-owned wine, spirits, and beer distributor with headquarters in St. Paul, Minnesota. The company has been servicing its customers throughout the United States since 1953. To learn more about their story, services, and locations, please visit www.johnsonbrothers.com.
FOR MORE INFORMATION:
Matthew MacKay, CFO
Humble & Fume, Inc.
invest@humbleandfume.com
1-877-438-4367
INSIDER PARTICIPATION IN PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
The Company also announces that certain insiders of the Company acquired 1,150 debenture units for aggregate gross proceeds of $ 1,150,000 in its previously announced private placement of debenture units (the “Debenture Units”), which closed on June 13, 2023 (the “Private Placement”). The issuance of Debenture Units to insiders is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction, as the fair market value of the transaction, insofar as it involves the interested party(ies), is not more than the 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval under section 5.7(1)(a) of MI 61-101, on the same basis as the foregoing.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.
EARLY WARNING REPORT
The closing of the Private Placement on June 13, 2023, resulted in the issuance of 1,000 Debenture Units to Green Acre Capital Fund II (Canada) Sidecar LP (“Green Acre Sidecar”). Each Debenture Unit consists of (i) one $1,000 principal amount secured subordinated convertible debenture of the Company (the “Debentures”), and (ii) 6,250 share purchase warrants of the Company (the “Warrants”). The Debentures are convertible into common shares of the Corporation (the “Common Shares”) at a conversion price of $0.06, and the Warrants are exercisable to acquire Common Shares at an exercise price of $0.08 for a term of three years.
Prior to the completion of the Private Placement, Green Acre Sidecar did not hold or have control over any securities of the Company. However, prior to the completion of the Private Placement, Green Acre Capital Distribution Corp. (“Green Acre Capital”), an affiliate of Green Acre Sidecar and an insider of the Company, together with entities affiliated with it (the “Green Acre Entities”), owned or had control over 36,425,463 Common Shares of the Company, representing 29.34% of the issued and outstanding Common Shares.
Upon completion of the Private Placement, Green Acre Sidecar acquired 1,000 Debenture Units, consisting of 1,000 Debentures, and 6,250,000 Warrants. Assuming the conversion of all Green Acre Sidecar’s Debentures (including accrued interest thereon through to maturity) and the exercise of all its Warrants, Green Acre Sidecar would own or have control over 27,916,667 Common Shares, representing 22.48% of the Corporation’s issued and outstanding Common Shares. Together with the 36,425,463 Common Shares controlled by the Green Acre Entities, upon completion of the Private Placement the Green Acre Capital Entities and the Green Acre Sidecar as a group own or have control over a total of 64,342,130 Common Shares, representing 46.43% of the issued and outstanding Common Shares.
FORWARD-LOOKING INFORMATION AND STATEMENTS
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to, the Company’s assessment of the cannabis market in the United States generally and specifically, the state of California, and the expected results for brand partners of the Company. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the potential for Johnson Brothers, through Green Acre, to increase its ownership percentage in the joint venture, the potential impact on brands that engage Humble for their distribution and/or sales agency and the future of the cannabis industry in California and across the United States, including the anticipated ongoing consumer demand, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such forward-looking statements will occur as described herein. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law. Readers are encouraged to refer to the Company’s disclosure available on its SEDAR profile (at www.sedar.com) for information as to the risks and other factors which may effect the Company’s business objectives and strategic plans.