| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LOWLF | Subordinate Voting Shares | Award | $0 | +201K | $0.00 | 201K | Oct 5, 2023 | See footnote | F1, F2 | |
| transaction | LOWLF | Subordinate Voting Shares | Award | $0 | +453K | +2265.55% | $0.00 | 473K | Oct 5, 2023 | See footnote | F1, F3, F4 |
| transaction | LOWLF | Subordinate Voting Shares | Award | $0 | +122K | $0.00 | 122K | Oct 5, 2023 | See footnote | F1, F5 | |
| transaction | LOWLF | Subordinate Voting Shares | Award | $0 | +49.5K | $0.00 | 49.5K | Oct 5, 2023 | See footnote | F1, F6 | |
| holding | LOWLF | Subordinate Voting Shares | 26.7K | Oct 5, 2023 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LOWLF | Convertible Debenture of Indus Holding Company | Disposed to Issuer | -393K | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares | 39.3K | $0.20 | See footnote | F1, F3, F7, F8, F9 | ||
| transaction | LOWLF | Warrants (right to buy) | Disposed to Issuer | -1.97M | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares | 197K | $0.28 | See footnote | F1, F3, F9 | ||
| transaction | LOWLF | Convertible Debenture of Indus Holding Company | Disposed to Issuer | -1.47M | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares | 147K | $0.20 | See footnote | F1, F3, F4, F7, F8 | ||
| transaction | LOWLF | Warrants (right to buy) | Disposed to Issuer | -7.33M | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares | 733K | $0.28 | See footnote | F1, F3, F4 | ||
| transaction | LOWLF | Convertible Debenture of Indus Holding Company | Disposed to Issuer | -160K | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares(6)(&) | 16K | $0.20 | See footnote | F1, F3, F10 | ||
| transaction | LOWLF | Warrants (right to buy) | Disposed to Issuer | -800K | -100% | 0 | Oct 5, 2023 | Subordinate Voting Shares | 80K | $0.28 | See footnote | F1, F3, F10 |
| Id | Content |
|---|---|
| F1 | On October 5, 2023, Lowell Farms Inc. (the "Company"), repurchased all of the aggregate principal amount of outstanding Secured Convertible Debentures ("Debentures") of its subsidiary, Indus Holding Company ("Indus"), together with the related warrants to purchase Subordinate Voting Shares of the Company (the "Company Warrants") and common shares of Indus (the "Indus Warrants," together with the Company Warrants, the "Warrants"). The reporting person, as a holder of Debentures, received, in exchange for the Debentures and Warrants, a pro rata share of (i) membership interests in LF Brandco LLC and (ii) Subordinate Voting Shares of the Company. |
| F2 | Held by George Allen Revocable Trust (the "Trust"). Mr. Allen serves as trustee to the Trust. |
| F3 | On August 31, 2023, the Company executed a one-for-ten reverse stock split of its issued and outstanding Subordinate Voting Shares (the "Reverse Stock Split") resulting in the appropriate reduction in the reporting person's ownership of shares of Subordinate Voting Shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next higher whole number if the fraction is equal to or greater than one-half and rounded down to the next lower whole number if the fraction is less than one-half. |
| F4 | Held by Geronimo Capital. |
| F5 | Held by Geronimo Fund. |
| F6 | Held by CVOF Manager. |
| F7 | The principal amount of each convertible debenture was convertible into Class C Common Shares of Indus Holding Company ("Class C Common Shares") at $0.20 per share. Class C Common Shares may be redeemed at the option of the holder for Subordinate Voting Shares of the issuer on a one-for-one basis in accordance with the certificate of incorporation of Indus Holding Company. Class C Common Shares may be redeemed at any time and have no expiration date. |
| F8 | Interest accrued on the convertible debentures and was payable quarterly in arrears; any accrued and unpaid interest at the time of conversion of a convertible debenture is convertible into additional Class C Common Shares at $0.20 per share. Accrued interest is not included in the underlying share numbers. |
| F9 | Geronimo Fund is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund. |
| F10 | CVOF Manager is the record holder of the convertible debenture and warrants. Mr. Allen disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager except to the extent of his pecuniary interest therein. Geronimo Capital disclaims beneficial ownership of the convertible debenture and warrants held by CVOF Manager. |
This Form 4 is filed on behalf of George Michael Harden Allen and Geronimo Capital LLC ("Geronimo Capital"). Mr. Allen is the sole member of Geronimo Capital and the sole manager of Geronimo CVOF Manager, LLC ("CVOF Manager"). CVOF Manager is the sole manager of Geronimo Central Valley Opportunity Fund, LLC ("Geronimo Fund").