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Goodmans Deals & Cases

This section contains brief summaries of selected significant cases and transactions.  You'll also find representative lists  - by year - of major transactions and cases where Goodmans' involvement is a matter of public record or where inclusion in the list has been authorized by our clients.

Cinaport and Fire & Flower Complete $36.5 Million Financing and the Reverse Takeover of Cinaport Acquisition Corp.

2018

Areas Cannabis, Corporate and Commercial

Summary

On November 2. 2018, Cinaport Acquisition Corp. II (TSXV: CPQ.P) ("Cinaport" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), and Fire & Flower Inc. ("Fire & Flower"), an independent retail chain that offers cannabis products and accessories, announced that Fire & Flower completed the private placement in connection with the reverse takeover of the Company by Fire & Flower (the "Qualifying Transaction").

The Private Placement was made through a syndicate of agents, led by GMP Securities L.P. and AltaCorp Capital Inc., and included Clarus Securities Inc., Echelon Wealth Partners Inc. and Eight Capital (collectively, the "Agents"). Pursuant to the Private Placement, Fire & Flower issued 24,333,334 subscription receipts (the "Subscription Receipts") at a price of $1.50 per Subscription Receipt for aggregate gross proceeds of $36,500,001.

The Private Placement was completed in connection with the Qualifying Transaction between the Company and Fire & Flower. Subject to approval by the Exchange, the Qualifying Transaction will be completed by way of a three-cornered amalgamation whereby Fire & Flower will amalgamate with 11048449 Canada Inc., a wholly-owned subsidiary of the Company. Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration, for one common share of Fire & Flower, which will subsequently be exchanged for one Resulting Issuer Share pursuant to the terms of the Qualifying Transaction. In addition, the Compensation Options will also be exchanged for equivalent instruments of the Resulting Issuer exercisable for Resulting Issuer Shares.

The net proceeds raised from the Private Placement will be used by Fire & Flower for capital expenditures, working capital and general corporate purposes.