CNX Holdings Inc. Completes C$57.4M Private Placement Financing and Reverse Takeover of Theia Resources Ltd.

Published: September 24, 2018

CNX Holdings Inc. Completes C$57.4M Private Placement Financing and Reverse Takeover of Theia Resources Ltd.

Flower One Holdings Inc., formerly Theia Resources Ltd. announced that it recently completed its previously announced reverse takeover transaction whereby CNX Holdings Inc. amalgamated with a wholly-owned subsidiary of Theia and the shareholders and option holders of CNX have received corresponding securities of Flower One on a 1:1 basis (after giving effect to the consolidation referenced below).

Pursuant to the Transaction:

(a)

Change of Name. Theia changed its name to “Flower One Holdings Inc.” to reflect its new business and vision to become the leading cannabis cultivator, producer and innovator in the Nevada cannabis market.

(b)

Consolidation of Shares. Flower One consolidated its share capital (the “Consolidation“) on a ten for one (with each ten pre-consolidation common shares of Theia being exchange for one post-consolidation common share (each, a “Theia Share”). On closing of the Transaction (and after giving effect to the consolidation and the financing referenced below), there were 172,192,279 common shares in the capital of Flower One issued and outstanding (the “Flower One Shares“).

(c)

CSE Conditional Approval. The Canadian Securities Exchange (the “CSE“) has conditionally approved the listing of the Flower One Shares. Listing is subject to Flower One’s fulfillment of all listing requirements of the CSE.

“Over the past five months, Flower One has been actively managing the conversion and additional building enhancements to the largest commercial scale greenhouse in the state of Nevada,” said Ken Villazor, CEO of Flower One Holdings Inc..”We share the excitement of our shareholders and employees.  Our state-of-art facility will provide 400,000 square feet of cannabis cultivation and 55,000 square feet of high tech processing, packaging and extraction making it the largest facility of its kind in Nevada. With our commercial scale, automation and technology, Flower One is positioned very well to be the preferred partner for major cannabis consumer brands looking to strategically enter what we believe is the most lucrative cannabis market in the United States.”

Flower One expects to launch a corporate website concurrent with its commencement of trading on the CSE.

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