On July 9, 2018, Flower One Holdings Inc. (“Flower One”), formerly Theia Resources Ltd. (“Theia”), announced that it entered into an amalgamation agreement with CNX Holdings Inc. (“CNX”), a private company with strategic investments in the cannabis sector through its wholly-owned subsidiaries, and Flower One Corp. (“Subco”), a wholly owned subsidiary of Flower One pursuant to which Flower One agreed to acquire all of the outstanding common shares of CNX in exchange for post-Consolidation (as such term is defined below) common shares of Flower One on a one for one basis.

The transaction, which closed on September 21, 2018, was structured as a three-cornered amalgamation under the provisions of the Business Corporations Act (Ontario) whereby CNX amalgamated with Subco to form a new company (the “Transaction”).  Concurrently with the closing of the Transaction, CNX completed a C$57.4 million equity financing.  As part of the Transaction, Theia completed a 10:1 share consolidation (the “Consolidation”) and delisted from the TSX Venture Exchange.  The common shares of Flower One were subsequently listed on the Canadian Securities Exchange under the symbol “FONE”.