The combination of BZAM and FBC creates a Canadian cannabis powerhouse, significantly advancing core tenants of BZAM’s mission: (i) to deliver the brands and products consumers want; and (ii) to be a favoured partner of the retailer community nationwide.
“It has been our vision to be Canada’s favourite source for cannabis. Bringing FBC under the BZAM umbrella takes us forward in realizing this vision as we combine our broad flower and 2.0 product portfolio with some of the biggest international brands and products in the cannabis universe including Jeeter, Cookies, Sherbinskis, and our existing Canadian JV partner Wyld,” said Matt Milich, BZAM’s CEO.
Pursuant to the transaction, FBHI, the sole shareholder of FBC, has received 90,000,000 common shares of BZAM (the BZAM Shares) at a deemed price of $0.15 per BZAM Share, representing approximately one-third of the issued and outstanding shares of BZAM following the closing of the Transaction.
The BZAM shares issued to FBHI are subject to a lock-up, with 1/3 of the BZAM thares being released on the 4-month, 8-month, and 12-month anniversaries of the date of issuance of such shares. As part of the Transaction, FBC will retain an unsecured promissory note issued to FBHI, or an affiliate, in the amount of $8 million, bearing zero percent interest until March 31, 2025 and ten percent interest thereafter until the maturity date of June 15, 2027.
As part of the transaction, Greg Boone has joined BZAM as president and Jennifer Maccarone has joined as VP of operations, while Christy Zhou assumes the role of Chief Legal Officer at BZAM. Matt Milich will remain as Chief Executive Officer of BZAM.
In addition, FBHI appointed a nominee, being Kay Jessel, to the board of directors of BZAM (the Board), joining existing BZAM board members Bassam Alghanim, who continues as chair of the board, Chris Schnarr, Sherry Tross, Keith Merker, Wendy Kaufman, and Sean Bovingdon.
Kay Jessel is an experienced economist, asset manager and investment banker, with a track-record of successful capital markets transactions and strategic advisory services for corporations, creditors, and equity owners. Mr. Jessel has held director positions in public and private companies in North America and Europe, including Fila Golf, Inc., HeartForce Medical Inc. and Biokronix Inc. Mr. Jessel also co-founded Melchior Kapital AG, a prominent Swiss-German portfolio asset management company specializing in venture capital. His experience has been leveraged by companies worldwide to raise approximately a quarter of a billion dollars in financing. At FBHI, he serves as Executive Director, generally overseeing operations, securityholder communications/investor relations, and fund-raising. Mr. Jessel holds a Diplom-Kaufmann degree from Hamburg University, which is equivalent to an MBA.