Panama City, Panama--(Newsfile Corp. - September 12, 2024) - On August 14, 2024, at the annual meeting of the shareholders of Flora Growth Corp. (the "Issuer"), the shareholders of the Issuer approved: (a) the December 15, 2023, issuance of 1,028,665 stock appreciation rights ("SARs") to Clifford Starke (the "Acquiror") and the; (b) the August 14, 2024 issuance of 575,319 SARs to the Acquiror. The SARs vest in 12 equal installments, subject to Issuer share price criteria, have a ten-year term, and a post-termination exercise price of one year (the "Acquisition").
Immediately before the completion of the Offering, the Acquiror owned an aggregate of 1,340,056 common shares of the Issuer, representing approximately 10.03% of the outstanding common shares of the Issuer. Immediately following the completion of the Acquisition, the Acquiror, on a fully-diluted basis assuming exercise of all options, warrants and SARs, the Acquiror holds an aggregate of 2,944,091 Common Shares, representing approximately 16.44% of the outstanding Common Shares of the Issuer on a fully-diluted basis.
In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional common shares, and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and Acquiror reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
The head office address of the Acquiror is: PH Park Loft - Suite 2006, Via Porras 75, Panama City, Panama.
The Acquiror acquired the Shares for investment purposes, and has no present intention of acquiring additional Securities. Depending upon the Acquiror's evaluation of the business, prospects and financial condition of the Issuer, the market for the Issuer's Securities, general economic and tax conditions and other factors, the Acquiror may acquire more or sell some or all of the Acquiror's Securities of the Issuer.
This press release is issued pursuant to early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which also requires the Early Warning Report to be filed in accordance with applicable Canadian securities laws. For further information please refer to the Early Warning Report to be posted on the Issuer's SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting the Acquiror at (954) 842-4989.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223147
SOURCE: Clifford Starke
