Geronimo CVOF Manager LLC - Oct 5, 2023 Form 4 Insider Report for Lowell Farms Inc. (LOWLF)

Role
10%+ Owner
Signature
/s/ George Allen, as Sole Manager of Geronimo CVOF Manager, LLC
Stock symbol
LOWLF
Transactions as of
Oct 5, 2023
Transactions value $
$0
Form type
4
Date filed
10/26/2023, 12:34 PM
Previous filing
Oct 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LOWLF Subordinate Voting Shares Award $0 +122K $0.00 122K Oct 5, 2023 See footnote F1, F2
transaction LOWLF Subordinate Voting Shares Award $0 +49.5K $0.00 49.5K Oct 5, 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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, F4, F5, F6
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, F5, F6
transaction LOWLF Convertible Debenture of Indus Holding Company Disposed to Issuer -160K -100% 0 Oct 5, 2023 Subordinate Voting Shares 16K $0.20 Direct F1, F3, F4, F5
transaction LOWLF Warrants (right to buy) Disposed to Issuer -800K -100% 0 Oct 5, 2023 Subordinate Voting Shares 80K $0.28 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 6, 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 Geronimo Fund.
F3 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.
F4 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.
F5 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.
F6 Geronimo Fund is the record holder of the convertible debenture and warrants. CVOF Manager disclaims beneficial ownership of the convertible debenture and warrants held by Geronimo Fund except to the extent of its pecuniary interest therein.